SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549
                             FORM 10-K
          Annual Report Pursuant to Section 13 or 15(d) of
the
                       Securities Exchange Act of 1934
For  the fiscal year ended April 30, 1997
Commission File No. 0-8299
                    CAMELOT CORPORATION
    (Exact Name of Company as specified in its charter)

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

          Camelot   Place,   17770   Preston   Road, Dallas,
Texas 75252
           (Address     of    principal    executive office)
(Zip Code)

Company's telephone number, including area code:    (972)
733-3005

Securities registered pursuant to Section 12(g) of the Act:

                                      Name of eachexchange
on
      Title of each class               which registered

     $0.01 par Value Common Stock                 NASDAQ

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

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

Based  on the price of $3.6875, at July 28,1997, the
aggregate  market
value  of  the voting stock held by nonaffiliates of the
Company  was
$4,754,463.

The  number of shares outstanding of the Company's common
stock, $0.01 par value, was 1,472,672 at July 28, 1997.

            DOCUMENTS INCORPORATED BY REFERENCE

Form 8-K dated May 20, 1997 with amendments.


                          PART 1


Item 1.   Business

      Camelot Corporation ("Registrant" or "the Company")is
a holding
company with subsidiaries in technology and
telecommunications.
      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 divestment's
of
businesses  unrelated to its present activities (see
Acquisition  and Divestment  History) and during the years
ended April 1994  and  April 1995, undertook a restructuring
which involved the
sale or closure  of all subsidiaries operating in prior
financial periods.
      The  Company's  activities are conducted  through
subsidiaries. Third  Planet  Publishing,  Inc.,  (`Third
Planet")  (established  in January 1995) is a research and
development company developing leading edge technology in
both hardware and software solutions for audio  and video
conferencing   over the Internet.  mrcdrom.com,  inc.
("mrcdrom.com"),  (established  in March 1997) is a
Internet  catalog retailer  of  software.    Camelot
Internet  Access  Services,   Inc. ("CIAS"), (established
in June 1996) is a provider of Internet  access services.
Alexander  Mark  Investments  (USA),  Inc.  ("AMI")   (80%
acquired in May 1997) is a U.S. public holding company
whose 57% owned subsidiary, Meteor Technology plc
("Meteor") is a U.K. public company. Meteor's  two
primary  subsidiaries are DigiPhone  International  Ltd
which  is  the  worldwide distributor of all  the
products  of  Third Planet,  and  Meteor Payphones Ltd an
operator of approximately  2,000 payphones.

Third Planet Publishing

       Third  Planet  is  an  innovative  technological
research  and development  company focusing on hardware
and software  solutions  for audio and video
communications over the Internet.  Third Planet is  at the
culmination of a 30 month development program for Internet
video conferencing and telephony and has made its new
products available for    licensing to major Personal
Computer ("PC") manufacturers.    
      Third  Planet released its first product, DigiPhone,
in  October 1995.   The  product represented a
telecommunications breakthrough  by permitting  the full-
duplexing of voice over the Internet making  real time
worldwide voice communications possible for PC users at
the cost of  a  monthly  Internet connection fee.  The
current version  of  the product,  called  DigiPhone
Deluxe includes modern telephone  features such  as  speed
dialing, voice messaging, caller ID, call  record  and
play  back,  conference  calling, amongst  others.
Conversations  are encrypted  and  completely  private
unlike  the  commonly  used   IRC connections or Internet
chat rooms in competing software.
      In  April 1996, Third Planet commenced a development
program for DigiPhone         2.0, the latest
version of DigiPhone which included  multi-
protocol frameworks enabling DigiPhone to communicate with
any  other standards based Internet telephony software.
The frameworks are based on  component  technology  that
will allow  the  development  of  new functionality  for
the  DigiPhone communications  engine.   This  new
approach  will  allow DigiPhone to evolve more quickly  in
a  rapidly maturing   Internet telephony market.
DigiPhone 2.0 will be available    in approximately the last
quarter of 1997.    

      In May 1996, Third Planet announced a development
program for an Internet  telephony handset specifically
designed to  enable  superior voice  communications over
the Internet.  Proficia is an audio handset which connects
to a multimedia PC, eliminating the need for a headset,
microphone  or  speakers.   It  provides quality  sound
for  Internet telephony,  computer  telephony and multi-
media applications,  and     is available for licensing.    

      The  principle focus of Third Planet's research and
development department  has  been  on  the  development of
VideoTalk,  a video conferencing system for the Internet.
Third Planet has applied for  a patent for VideoTalk, which
is a complete hardware and software system which,when
connected
to a multimedia PC, enables full duplex  video conferencing
over the Internet and over local and wide area  networks.
Uniquely,VideoTalk will operate in the background while not
detracting  from  the  PC's  ability to run  other
software  programs simultaneously.  It uses a PCI plug-and-
play card that  provides  high quality audio and video
while achieving extremely low processor  load. VideoTalk
does not require a sound card or a video capture card,
and allows  communications over the Internet with only a
28.8 kbps  modem. The  VideoTalk  unit  includes a NTSC or
PAL  color  video  camera,  a special  version  of  the
Proficia telephony  handset  and  both  the VideoTalk
and   DigiPhone   2.0  software.   Discussions   with   PC
manufacturers regarding the licensing of VideoTalk for
inclusion  with forthcoming platforms have commenced.

      VideoTalk  is  capable of video conferencing at  15
frames  per second  over a 28.8 modem.  This is a major
breakthrough, as competing technologies  currently
struggle to achieve 2 or 3 frames  per  second over  the
Internet. VideoTalk offloads almost all of  the  audio
and video  processing  onto its own processors.  This
frees  the  personal computer  for other tasks, such as
application sharing, while ensuring the  video  comes
through at a frame rate that software-only solutions
simply cannot match.
     VideoTalk features a modular framework, simplifying
upgrades  and expansions.   This  flexibility will allow
third party  developers  to utilize VideoTalk and its
powerful processors as the engine for  their own programs.
VideoTalk's technical features include:
    Multi-point conferencing
    High frame rate
    Low processor load
    Expandable system
    CIF, QCIF, and SQCIF formats
    Dual NTSC or PAL video input
    Echo cancellation
    Full duplex audio/video
    Outstanding speech quality
    H.323 compliant
    Open architecture
    Firmware upgradeable
    Scaleable hardware and software
    MIPS-based accelerated video processing
    Built-in frame grabber and audio amplifier

     VideoTalk    is available     for licensing to major PC
                      manufacturers.

      In  June  1997, a successful demonstration of all
the three  new products  was  held in Atlanta at
COMDEX/Spring 97'.   These  products were enthusiastically
received with VideoTalk being featured on COMDEX TV as a
show highlight.
      Through a series of transactions in July 1996,
November 1996 and May  1997 the worldwide marketing rights
for all Third Planet products are  exclusively  with
DigiPhone International Ltd., a  subsidiary  of Meteor
Technology plc a public company affiliated with
Registrant.

Meteor Technology plc
      Subsequent  to the financial year end, Registrant,
through  its acquisition  of 80% of AMI obtained control
of Meteor, a  U.K.  listed public company (see Acquisition
and Divestment History).  Meteor's two operational
subsidiaries, are DigiPhone International Ltd. and  Meteor
Payphones  Ltd.  DigiPhone International is the worldwide
distributor for  all  products developed by Third Planet.
Meteor  Payphones  owns and/or  operates approximately
2,000 payphones in the United  Kingdom, which business it
is intended to expand both by internal growth and by
acquisitions.

mrcdrom.com, inc.
           In April 1997, Registrant announced a new
Internet shopping company  called  mrcdrom.com, a
subsidiary, which will  sell  software titles over its
World Wide Web Site.  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,
offering  up  to  three million  shares, at $4.00 per
share. The Company will be offering  its shares
exclusively over the Internet with no underwriter and
with  a minimum subscription of $200 for 50 shares.
Following the offering if all  shares  offered are sold
the Company will have  9,000,000  shares outstanding.
Camelot, who will retain a 60% shareholding  subsequent to
the  IPO,  transferred  to mrcdrom.com approximately
$511,428  of inventory,   cash,  trademarks  and  other
assets.   The  mrcdrom.com Internet catalogue is currently
being test marketed via its World Wide Web site at
http://www.mrcdrom.com.
      This  new  business grew out of the experience and
resources  of Registrant's previous software retail chain
called Mr. CD-ROM  Stores, Inc., which was closed during
the financial period.  The Company  took a  charge  in
the amount of $745,521 related to the  closing  of  the
stores.  The Company believes that in the long run this
action will be good  for  the  Company  as it restructures
the  operations  into  an Internet catalogue.The Company
will offer a wide selection of one-stop computer  software
shopping through a secure site  on  the  Internet.
Customers  are  offered  a  large  selection  of  titles
as  well  as competitive pricing and can run searches in
various categories,  check order  status, and click on a
button to add software to their  virtual shopping
baskets.  To execute orders customers click on a button
and are prompted to supply shipping and payment details.

      A  registration statement relating to these
securities has  been filed  with  the Securities and
Exchange Commission but  has  not  yet become effective.
These securities may not be sold nor may offers  to buy
be  accepted prior to the time the registration statement
becomes effective.  This document shall not constitute an
offer to sell or the solicitation of an offer to buy nor
shall there be any sale  of  these securities  in  any
State in which such offer, solicitation  or  sale would
be  unlawful prior to registration or qualification  under
the securities laws of any such State.

Camelot Internet Access Services, Inc.

      An  Internet services provider formed in January
1996 using the UUNet backbone, this subsidiary's principle
activities are 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.  Due
to the intense competition experienced  by the  Internet
access industry, Registrant has no plans to  expand  the
   current limited     activities of this company.

PCAMS
      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.   This
reflects the intention of Management to broaden the scope
of Registrant's involvement in the telecommunication
industry. Management believes that the passage of the
Telecommunications Act  of 1996 followed by the release of
new payphone compensation rules by the Federal
Communications
Commission  in  response  to  the  Act          has
significantly  improved the outlook for this industry,
and  that  the acquisition  of  PCAMS  software enables
Registrant  to  improve  the capabilities of independent
payphone providers.  Management will  seek to   utilize
PCAMS  software  both  by  offering  such  software   to
independent   providers  and  by  seeking  acquisitions
of   payphone businesses.
Competition
   The technology and telecommunications industry is highly
competitive.   The  Company's competitors include other
national  and regional companies many which have
substantially greater financial and other   resources
than  the  Company  which  may  give  them  certain
competitive advantages. There are many companies entering
the technological and telecommunications markets with new
products  and this  trend  is  expected to continue.  The
ability of  Registrant  to effectively  compete  in the
future depends on  a  number  of  factors including its
ability to create and/or acquire products that customers
will accept and respond to and comply with the changing
nature
of regulations in the manne which they are interpreted.
Registrant's businesses may be effected by a variety of
factors,including but not limited to general economic
trends,  additional   and   existing competition,
marketing  programs,  special  or  unusual  events,  and
acquisitions made by  the Company.


Trademarks and Trade Names

      "Mr. CD-ROM", "DigiPhone", "VideoTalk", "Proficia",
"People  are Talking", "Call Anywhere.  Talk Forever.
Never Pay Long Distance" and "Kids  University"  are
registered or have been  applied  for  in  the United
States patent and trademark office and where appropriate
with foreign  regulatory  bodies  as service marks  or
trademarks  of  the Company.   The  Company believes the
strength of  its  trademarks  and service  marks  benefits
its businesses and intends  to  continue  to protect  and
promote its registered common law trademarks and  service
marks.

Acquisition and Divestment History

      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 13.  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
   $200,000    
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 for    $466,571     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.

     Other acquisitions were 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.


  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.  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 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
pounds
of loan stock which subsequently was converted into Meteor
shares.
In May 1997, DigiPhone International 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  is 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 has  49%  of  the voting
rights
attributable to  the  currently 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.

Discontinued Activities  -    See Item 7.    Management
Discussion and Analysis of Financial
Conditions and Results of Operations

Employees

      As of July 1, 1997, the Company employs 39 people on
a full time basis.  The Company believes that it has good
employee relations.

Item 2.   Properties

Real Estate
      Company  leases,     pursuant to a ten (10) year
lease    ,  a  10,000 square feet office building in Dallas,
Texas which it occupies as  its corporate  headquarters
from a company affiliated with the  President.    The
annuallease payment equates to $80,000.       Company  also
leases   pursuant  to  a  five (5) year lease,     19,950 square
feetoffice  and warehouse   building  in  Dallas,  Texas
which  it  occupies   as   a distribution  center  for
mrcdrom.com, Camelot  Distributing  and  as programming
and  publishing facilities for Third  Planet  Publishing.
   The annual lease payment varies each year and for the
last fiscal year equates  to  $65,431.      The Company considers
all office and  warehouse space  leased  adequate  for its
needs.  Mr. CD-ROM  Stores  currently leases  four  retail
units in Dallas, Texas which  they  are  in  the process
of  negotiating  with landlords in  order  to  terminate
the leases.

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. In the
normal course of business,  the  Company  has been  sued
as  detailed below.  The Company   believes  there  is  no
validity to these suits, and has denied plaintiff's
allegations.
     The Company has been sued by a creditor of a previous
subsidiary. The  Plaintiffs  alleges that the Company is
the  alter  ego  of  the previous  subsidiary  and  is
therefore liable  for  its  debts. The Company  believes
the  allegations  are  groundless  and intends  to
vigorously defend itself in litigation.

     The  Company  has been sued for breach of lease of a
retail  unit previously occupied by Mr. CD-ROM Stores,
Inc.  The Company intends to show failure on the part of
the landlord to relet the space.

      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

      A  special  shareholder's meeting was  held  on
July  14,  1997 approving  a  one  for forty reverse stock
split  of  all  outstanding common shares and outstanding
Preferred Shares, Series J.

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

      The Company's common stock trades on the NASDAQ
Small-Cap Market under  the  symbol CAMLD (such symbol to
change to CAML on August  15, 1997).   The  following
table sets forth the quarterly  high  and  low prices  of
the common stock for the period from May 1,  1995  through
April  30, 1997 (post reverse split).  Real-time price
information  is provided from quotations take from monthly
reporting by NASDAQ.   They reflect  inter-dealer  prices,
without retail  mark-up,  mark-down  or commission, and
may not necessarily represent actual transactions. <PAGE>

                         Real Time

    1996
                                              High      Low
    First          July  31, 1995      $ 97.50         $60.00
    Second         October 31, 1995     281.25          77.50
    Third          January 31, 1996     196.25          92.50
    Fourth         April 30, 1996       127.50          68.75

     1997

    First          July 31, 1996       102.50           37.50
    Second         October 31, 1996     60.00           43.75
    Third          January 31, 1997     35.00           23.75
    Fourth         April 30, 1997       15.00            3.75

      As of July 18, 1997, the Company had 9,664
shareholders of which there were 1,191 shareholders on
record of Company's common stock  and 8,473  additional
beneficial owners.  On July 14, 1997  the  Company's
shareholders approved a one for forty reverse stock split
on  all  the outstanding  common  and  preferred  shares,
Series  J  resulting  in 1,472,672  common  shares and
1,345,295
preferred shares,  Series  J outstanding.      As  the
number of
shares outstanding are limited,  the Company's  shares
trade
continuously with some heavy  volume  trading days.    

         On September 30, 1997, the Company issued a news
release stating that  NASDAQ  had  halted trading in the
company's  common  shares  on September  26, 1997 while
NASDAQ reviewed requested information  about the Company's
activities. The Company promptly provided all requested
information  and  NASDAQ  permitted the resumption  of
the  Company's shares on October 6, 1997.  There was no
impact on Company operations.    

Item 6.   Selected Financial Data

      A  comparison  of  various  financial  data
pertaining  to  the Company's operations over the past
five fiscal years is as follows:

                      1997      1996      1995         1994
1993
Net sales          $1,887,617  $3,002,049 $1,184,469  $-
$-
Income (loss)
 from continuing  (12,996,369) (4,314,788)(2,335,977)
(1,567,312)(256,320)
 operations
Income (loss)
 from discon-
 tinued opera-
 tions                -          (250,925)(1,182,927)
(402,981) (435,772)
Income (loss)
 per share from       (20.45)    (12.54)    (9.17)
(8.30)      (3.79)
 continuing
 operations
Total assets        6,772,07     16,701,8  2,098,97
3,309,13  3,337,49
                           6        63         4         2
4
Long-term debt             -         -         -         -
633,528


Company's  software  subsidiaries  commenced operations
during
fiscal 1995 (See Item 1.  Business).

      On  January 30, 1995, Company's subsidiary Camelot
Entertainment filed under Chapter 7 of the US Bankruptcy
Code.

      On  April 11, 1994, Company disposed of its
subsidiary STCA, and on  July  8,  1994 discontinued Vesta
Land Title Company and Business Investigations its remaining
financial service subsidiaries (See  Item 1.  Business).

     On July  6, 1994, Company disposed of its 69%
interest in Beecher Energy,  Ltd.,  a  company  trading on
the  Vancouver  Stock  Exchange representing its energy
interests (See Item 1.  Business).

      On September 11, 1993, the Company disposed of its
investment in Forme Capital, a real estate holding company
(See Item 1.  Business).

Item  7.    Management Discussion and Analysis of
Financial  Condition and Results of Operations

      Certain information within this Item 7 and
throughout this  Form 10-K contain forward looking
statements.  These statements are subject to  certain
risks and uncertainties that could cause actual results to
differ  materially from those set forth including but not
limited  to Camelot's  dependence  upon  outside
suppliers,  upon  the  continued ability  to create and/or
acquire products that customers will accept; the  impact
of competition and the changing competitors; the  changing
nature  of  regulations and the manner in which they are
interpreted; and pricing pressures in addition to normal
economic and world factors beyond  the control of the
Company;  the Company's ability  to  create competitive
products; changes in technology and the ability to  obtain
patents and trademarks.
1997
     Although the Company's historical financial results
for the  year ended  April 30, 1997 were not good,
Management believes that this  is very  typical  for  a
company  primarily  involved  in  research  and
development.    Management   believes  that   Registrant's
principal subsidiary  Third  Planet  is now at the
culmination  of  a  30  month software   and   hardware
development  program  for  Internet   video conferencing
and telephony which will yield positive results  for  the
Company in the future.

     The  Company's revenue for the year was $1,887,617
compared  with $3,002,049 in 1996.  Net loss for the
period was $12,996,369  compared with  $4,565,713  the
previous year.  These  results  are  due  to  a
combination  of  limited revenues from DigiPhone, the
closure  of  the retail  software stores and continuing
research and development  costs which  were  largely
expensed.     Further, other expenses of  $4,675,189
relating
to losses on disposition of assets, investment in
affiliate, marketable  securities  and a note receivable
allowance  impacted  the results.   Revenues  consisted
of sales of licensing rights,paid primarily  with the
issuance of free trading  stock  by  the  entity acquiring
the  licensing  rights;  minimal  sales  of the  Digiphone
product,  and  sales during the time the stores were
operating.
The expenses consisted of the store operating expenses,  the
marketing and distribution expenses for the Digiphone and
primarily the research and development  costs  for  the
VideoTalk, Digiphone  2.0  and  Proficia. These high
research and development costs allowed the Company to be
on the  cutting  edge  of  the known technology in the
videoconferencing field  thereby putting it in position to
offer a product, Video  Talk, that  will be well received.
Due to the closing of the stores  during the  year any
depreciation and amortization attributable to the assets
in  the  stores  were  immediately  expenses  thereby
increasing  the depreciation and amortization line item.
The Other Expense line in the Statement  of  Operations
includes a loss on the  disposition  of  the assets
relating  to the closing of the stores, and a note
receivable allowance which reflects a decrease in the
value of the collateral  of the loan to an officer.  The
loss on investment in affiliate resulted from
management's decision to change the method whereby the
stock  of Meteor  was  classified to the equity method
due  to  the  amount  of control  the  Company has over
Meteor Technology. There are common directors  and the
Chairman is the same for both companies along with Camelot
owning  approximately 15% of Meteor. This resulted in an
adjustment  to  the value of the Meteor stock to reflect
the  current market value.    
     The Consolidated Balance Sheets for the period show
stockholders' equity of $6,078,509 compared with
$15,680,168 for the previous  year. Total assets were
$6,772,076 compared with $16,701,863 in 1996.  The
decrease in stockholders' equity and total assets was due
to losses.

        The  Consolidated Statements of Cash Flows reflects,
in  addition to  the  items noted above, cash received
from the sale of  marketable securities  in the amount of
$1,027,612, a loan to an officer  in  the amount  of
$1,814,000 and 3,410,500 in proceeds  from  the  sale  of
preferred stock to help finance the research and
development  efforts. The  items  noted above along with
the expenses from the research  and development efforts
resulted in the Company having  a net decrease  in cash.
    
     During  the year, substantial financial
   (approximately $2,375,000 compared  to  $1,319,000, and
$163,000 for the years ended  April  30, 1996,and 1995
respectively)      and managerial resources were  expended
in the continuing research and development of Internet
video conferencing and Internet telephony, and Management
believes  that significant progress was made in this
regard.  Through its  affiliated company,  DigiPhone
International, Registrant has made  available  for
licensing  Third  Planet's three new products which
products  are  to being offered to the major PC
manufacturers.

During  the  financial year, Registrant's activities
resulted  in  the following.

    Completion and shipping through retail distribution
     channels of DigiPhone Deluxe
    A development program for multi-protocol framework for
     DigiPhone 2.0
    The filing of a worldwide patent for VideoTalk
    A thirty-day version of DigiPhone for downloading over
the
     Internet
    The launch of Camelot Internet Access Services
    An agreement with Lucent Technologies to license
Lucent's voice
     codec for future versions of DigiPhone
    Completed DigiPhone for Mac
    Completed arrangements for worldwide distribution of
Third Planet
     products with DigiPhone International, an affiliate of
the
     Company
    Listed Registrant's securities on the Frankfurt Stock
Exchange
    Acquired PCAMS Software
    Filed an initial registration statement for mrcdrom.com,
inc.
    Acquired a controlling interest in AMI
    Demonstrated its new technology at COMDEX/Spring in
Atlanta

      The Company's subsidiary Mr. CD-ROM Stores, Inc.
closed its  six retail locations during the period and
transferred the majority of its assets to a fellow
subsidiary mrcdrom.com (See Item 1.  Business).

      The  Company  took a charge against revenues for
$745,521  as  a result  of  the  closing of these stores.
The  Company  has  actively worked  with  the landlords of
the sites of the stores to  reduce  its exposure pursuant to
the leases.  Further, the Company has limited its losses due
to its transfer of assets to mrcdrom.com.

     Management  believes its future profitability and
revenues  will result  from  licensing  its VideoTalk,
DigiPhone  2.0,  and  Proficia technology to PC
manufacturers and (subject to a successful conclusion of
the initial public offering of mrcdrom.com), from the sale
of software and  ancillary products over the Internet.
Management also intends to expand its interests in the
payphone
industry both through its affiliate Meteor Payphones and
through
developing and/or acquiring payphone interests in the
United States and Canada.

1996
      The   Company made substantial progress during the
year  ending April 30,  1996.  The Company's revenue for the
year  was  $3,002,049 compared  with $1,184,469 in 1995, an
increase of 153%. Net loss  for the  period was $4,565,713
compared with a loss for the previous year of $3,518,904.
These
results are due to a combination of revenue from DigiPhone,
license fees received from European distribution rights
for DigiPhone,  revenue from the five newly opened Mr. CD-
ROM Stores,  and increased  general and administrative
costs related to the development and marketing of
DigiPhone.

     The consolidated balance sheets for the period show
stockholders' equity  of $15,680,168 compared with
($87,049) for the financial  year ended  April  30, 1995.
Total assets were $16,701,863  compared  with
$2,098,874  in  April 1995.  The substantial increase in
stockholders' equity  and  total  assets  was  due  to
the  completion  of  private placements.

      During  the  April 1996 period, the Company's
subsidiary  Third Planet  completed shipments of its
preliminary orders for the  Windows 3.1  version  of
DigiPhone.  This software achieved widespread  retail
distribution, and by the end of the third quarter the
first production run  had  sold  out.   Subsequent  retail
reorders  were  limited  in anticipation  of  the Windows
95 version of DigiPhone which  commenced shipment  in  May
1996 along with DigiPhone Deluxe. DigiPhone Deluxe has
enhanced
telephone  features  including   conference  calling
capability, voice mail, speed dialing, voice sound
effects, conversion recording and playback, and macro
command capabilities.  It comes with a  full  suite  of
Internet  tools including  an  e-mail  program,  a
newsreader, an FTP program, and a telnet program.  In
addition, a free Windows  95  upgrade for the existing
DigiPhone software is available. Both  DigiPhone and
DigiPhone Deluxe have two licenses in each  retail box.
Effectively, this provides two Windows 95 compatible
licenses
for  DigiPhone or DigiPhone Deluxe for the price of one,
and  enables consumers to immediately start Internet
telephone conversations with a family member or a friend
without any extra cost.

       During  the  April  1996  period,  the  Company
announced  the acquisition of e-Phone, formerly known as
NetPhone, the only Macintosh compatible computer software
that enables voice communication over the Internet. The
purchase price was $593,000 payable $350,000 in  Camelot
restricted  common shares valued at $207.50 per share and
the  balance in  cash.  In addition, New Paradigm will
also receive for a five year period  $1  per unit and 10%
of OEM revenue derived from the software. The  technology
of e-Phone was incorporated by Third  Planet  into  a
Macintosh compatible version of DigiPhone called
"DigiPhone For  Mac". The cost of acquisition was written
off in the 1997 financial period.

      The  appointment of Firecrest Group PLC as exclusive
distributor for  DigiPhone in the United Kingdom and
Ireland, occurred during  the period under review.  The
consideration for the granting of the UK and Ireland
exclusive  rights  was  $1,950,575  payable  by  issuance
by Firecrest of 1,856,453 ordinary shares equal to
approximately  10%  of the  increased share capital of
Firecrest.  Firecrest is a  media  and marketing company
in the United Kingdom.

      The  rights  for  Scandinavia were  conditionally
purchased  in January 1996 by Telepartner Holdings A/S, a
Copenhagen, Denmark  based company,  which is the leading
telephone database services company  in Scandinavia.  The
consideration for the exclusive distribution  rights was
$1,000,000  payable  by the issuance  to  Camelot  of
shares in Telepartner equal to 2.7% of the share capital of
Telepartner.  Due to the non-receipt of consideration, the
Company terminated the agreement in May 1996.
      In  July,  1996,  after  the financial  year  end,
the  Company concluded  an  agreement  with  DigiPhone
Europe,  Ltd.,  whereby  it appointed   DigiPhone  Europe,
Ltd.  as  exclusive  distributor  for DigiPhone
and  DigiPhone  Deluxe  in  Europe,  excluding  the
United Kingdom and  Ireland.  The consideration for the
rights was 5,000,000 pounds 6% loan stock (approximately
$7,500,000).  DigiPhone Europe, Ltd. is a London, England
based European software marketing company which  merged
with Telecom  Credit Europe, PLC ("TCE"), a public company
listed  on  the Alternative Investment Market of the
London Stock Exchange.  Following the  merger,  Camelot
owns approximately 16% of  TCE.   The  majority
stockholder  of  TCE,  Danny Wettreich, is  also  Chairman
and  Chief Executive  Officer of Camelot.  Mr. Wettreich
did not  participate  in any Directors' vote in relation
to this transaction.

      During  the period the Company opened five Mr. CD-
ROM Stores  in the  Dallas, Texas area.  The retail stores
range in size  from  1,000 square  feet  to 3,000 square
feet, and specialize in CD-ROM  software with  up to 2,000
titles in stock.  These Mr. CD-ROM corporate  stores were
intended to be the first of a previously announced target
of  100 corporate  and  franchise  stores to  be  opened
by  Christmas  1996. However, results from the stores led
Management to the conclusion that the retail concept was
not viable, and the stores were closed in 1997.

      On January 26, 1996, the Company announced that it
has concluded an  agreement  with  UUNet. Technologies,
Inc.  whereby  it  will  use UUNet's  Internet backbone
for the Company's newly formed  subsidiary, Camelot
Internet Access Services, Inc. ("Camelot Internet").  The
use of  UUNet's  exclusive alternate Internet backbone
facilities  enables Camelot Internet to instantly
establish itself as a nationwide quality Internet  service
provider.  Camelot Internet was officially  launched in
June 1996 at which time its nationwide services commenced.
Camelot Internet  is  offered as part of Camelot's
DigiPhone  Deluxe  software package.

      At  the  world's  first Internet Telephony
conference,  held  in London,  England  on April 18-19 and
called "Dialing The  Net",  Danny Wettreich, Chairman and
Chief Executive Officer of Camelot,  disclosed a
development  program  for the DigiPhone Multi-Protocol
Frameworks. These  frameworks will enable DigiPhone to
communicate with any  other standards-based Internet
Telephony software.

      A  30  day  free  trial of DigiPhone Version  1.03
software  is available  through the Company's web site on
the Internet.  To  access this  free  offer, users
download the software from the Company's  web page,
http://www.digiphone.com.   The  only  system  requirement
for potential  users are a multimedia PC, Internet access
and web  browser software.  At the end of the 30 day
trial, users can purchase  a  full version  of DigiPhone
or DigiPhone Deluxe software by calling a  tollfree
number.   Users will also be provided with a list  of
retailers that carry DigiPhone Deluxe software.  To gain
additional exposure for DigiPhone  software, Camelot will,
in the future, offer  this  30  day trial  version bundled
with various third party hardware products  and through
Internet access provider services.

     Subsequent to the period under review, the Company
announced that it  has  applied  for  a  patent for
VideoTalkT,  a  video  and  audio communications  system
for the Internet.   VideoTalk  is  a  complete hardware
and software system which, when connected to a multimedia
PC, enables  full  duplex video and audio conferencing
over the  Internet. It will provide significant advantages
to users as VideoTalk  does not require a soundcard or a
video capture card. VideoTalk will come  with a  new
version  of  DigiPhone 2.0 which  will  include  the
recently announced  Multi-Protocol Framework allowing
voice communication  with other Internet telephony software.
VideoTalk's features are  designed to incorporate new
leading edge audio and video compression technology to
enable  connections over  devices  such  as  28.8  kbps
modems.
VideoTalk  is  designed  with an expansion peripheral
interface  that enables  attachments to be added to the
VideoTalk unit.  Third  Planet will  provide  API
specifications so that other developers  can  take
advantage of the features and processing power of
VideoTalk  in  their applications.

      The  Company also announced the Proficia, an
Internet  telephony handset  which  is  specifically
designed  to  enable  superior  voice communications over
the Internet.  The handset attaches to the side of a
computer  monitor  and functions in a similar way  to  a
telephone handset,  thus  eliminating the necessity for a
headset or  microphone and speakers when Internet voice
communication software is used.

      Management expects its principal revenue and
profitability  will emanate  from DigiPhone derivative
software products and from license fees, and  intends to
concentrate the majority of its management  and
financial  resources  on the development and successful
marketing  of Internet related products produced by its
subsidiary Third Planet.

1995

       During  the  year  ended  April  1995,  Company
completed  its restructuring  which involved the sale or
closure  of  all  previously owned   subsidiaries and
established three new operating  subsidiaries,
namely  Third Planet Publishing, Inc., (established in
January  1995), Mr.  CD-ROM  Stores, Inc. (established in
December 1994)  and  Camelot Distributing, Inc.
(established in April 1995).   Camelot Distributing
acquired  the  inventory  and customer list of  Maxmedia
Distributing which was  acquired by the Company in July
1994 and  has  now  ceased trading.    Due  to  the  fact
that  trading  operations for   these subsidiaries commenced
various times during the financial year, and to the  fact
that no prior history exists for the ongoing operations  of
Company, Company is of the belief that the financial results
for the year  ended  April 1995, and a comparison with prior
period  financial statements is not indicative of the
future results of Company.

      The results of operations of the discontinued
operations and the assets sold or to be sold are presented
in the financial statements as discontinued  operations.
Prior year statements  of  operations  have been  restated
for comparative purposes with the result that no  sales or
related  financial information is shown due to the fact
that  the Company's CD-ROM software subsidiaries commenced
operations during the fiscal  year and did not generate
any revenues during previous  fiscal years.

     Company's continuing operations had sales of
$1,184,469 in fiscal 1995  compared with $-0- for 1994.
Company had a loss from  operations of  $2,348,155
compared with a loss from operations in fiscal 1994  of
$1,138,387.   Net loss for fiscal 1995 was $3,518,904
which  includes loss from discontinued operations of
$1,182,927 which compares with  a loss from discontinued
operations for fiscal 1994 of $402,981.
      The primary reasons for the loss from continuing
operations  was due  to  the  start  up costs relating to
the commencement  of  CD-ROM software operations in its
newly formed subsidiaries, and the decision to
discontinue Company's other businesses.   In addition to
start  up costs for  its  new subsidiary, its subsidiary
Maxmedia which was located in Orlando was closed, and the
Company incurred relocation costs of personnel,inventory,
fixtures and equipment to Dallas which is a non-recurring
one time costs.  Mr. CD-ROM Stores incurred costs
outside the normal course of business due to the testing
and retesting of  various  retail concept in its Orlando
retail  unit  in  order  to establish  a  permanent  long
term Mr. CD-ROM retail  trading  format.
Further,  Third  Planet  Publishing  incurred  programming
and   data processing  costs  relating to the creation of
the CD-ROM  interactive catalog  and in relation to
DigiPhone which management has decided  to expense.
      The  consolidated  balance sheets for 1995  shows
stockholders' equity  of ($87,049) compared with
$1,408,498 for fiscal 1994.   Total assets  were
$2,098,874 compared with $3,309,132.   The  decrease  in
stockholder's  equity  is  due  to a  combination  of  the
loss  from operations  and the loss from discontinued
operations.  Subsequent  to the year end substantial
increases in stockholders equity occurred due to private
placements of restricted common and preferred stock and
the conversion  to  common  stock of debt owing to  an
affiliate  of  the President  of Company, all of which
resulted in an increase in  equity of $1,875,000 during
the three month period ending July  1995.
      Company  began its CD-ROM software operations by the
acquisition of  Maxmedia  Distributing,  a  Florida based
distributor  of  CD-ROM software  in  July 1994.  The
customer base of Maxmedia is  now  being serviced  by
Camelot  Distributing, a  CD-ROM  distributor  supplying
independent retailers from distribution facilities in
Dallas, Texas.
      Mr.  CD-ROM  Stores was established in December
1994  with  the opening  of  a retail concept store in
Orlando, Florida.  This  store, which was on a six month
lease, provided an opportunity to refine  Mr. CD-ROM's
retail   concept  during  which   time   retail franchise
documentation and approvals were obtained from the
majority of  states in  the USA.  A company owned store
was opened in Dallas in July  1995 and  an  additional
four retail units opened by December 1995  in  the Dallas
area.

      Third Planet Publishing commenced operations in
January 1995 and shortly  thereafter  acquired  the
worldwide  distribution  rights  to DigiPhone, the world's
first full duplex Internet phone system.  Third Planet
expanded  the  number of software programmers  developing
the DigiPhone  technology and arranged for quality retail
distribution  as well  as  establishing marketing and
advertising plans  for  launching DigiPhone.

      Subsequent to the period ended April 1995, the
Company completed a  private placement of restricted
common and preferred shares raising $1,200,000  for  the
Company.  The investors are an  investment  fund managed
by Suisse Finance Corporation and have agreed not to
dispose of  their common shares for a minimum of twelve
months.  The preferred shares  can  convert into common
shares over a nine  month  period  in equal monthly
installments.


Discontinued Activities

     During the year Company's directors determined to
discontinue its remaining  non CD-ROM software activity
and accordingly its subsidiary Camelot  Entertainment,
Inc.,  a  video  distribution  company  filed Chapter  7
liquidation under the US Bankruptcy laws in January  1995.
Company's  only continuing material liability in relation
to  Camelot Entertainment  is  a  corporate guarantee in
the  original  amount  of $200,000  to  a  creditor  of
Camelot Entertainment.   Such  corporate guarantee has
been  fully  allowed  for  in  Company's financial
statements.  (See  Item 3.  Legal Proceedings).  Revenues
of  Camelot Entertainment which are not shown in the
financial statements as  they are  discontinued
operations were $694,666 for fiscal  1995  compared with
$2,597,366  for  the previous year.  Loss  from
Operations  for fiscal 1995 was $406,057 compared with
$1,563,174.

  As reported in the 1994 financial statements,  Company's
controlling 69% interest in Beecher Energy, Ltd. was sold
on  May  31, 1994.   The  transaction  was closed in late
July 1994.   Also  as disclosed  in  the  1994  financial
statements,  Company's  subsidiary Business Investigations
which  provided  investigation  services to financial
institutions
and Vesta Land Title Company which  provided title insurance
services both discontinued operations on July 8, 1994.

Liquidity and Capital Resources

1997
     Net  cash  used  by operating activities for 1997 was
$5,555,018 compared  with  $6,740,073  in  1996.   Net
cash  used  by  investing activities  in  1997 was
$4,587,734 compared with  net  cash  used  by
investing activities of $1,889,146 in 1996.  This was
primarily due to the  net  loss  of  $12,996,369 in 1997
compared with  $4,565,713  the previous  year.   Net  cash
provided  by  financing  activities    was
$3,302,152  compared  with $18,350,289 the previous  year.
Sales  of
common  and  preferred stock were $3,410,500 compared with
$22,330,214 in 1996.    See Management's Discussion above
for more detail.
    

     Registrant's  requirement  for  additional  financial
resources
primarily  results from the continuing research and
development  costs of  its subsidiary Third Planet.
Registrant believes that its current development  program
will  shortly be concluded,  but  believes  that continued
research  and development will be required  to  maintain
a technological  lead  which  management  believes  that
Third   Planet currently  has.   Accordingly, management
is aware  of  the  need  for additional cash  resources  to
be obtained  for  the  continuance  of
research and development and anticipates that such
financial resources will  primarily come from the private
placement of Registrants' common and  preferred stock.
Management believes that license fees  received from
Third  Planet's products will generate revenues  and  cash
flow towards  the  end of the current financial period.
The activities  of Registrant's  subsidiary,  mrcdrom.com
are dependent  on  its  initial public offering (See Item
1.  Business).  Registrant has no plans  for significant
capital  expenditures  during  the  next  twelve  months.
Management  believes  that cash provided by financing
activities and licensing fees as well as revenue from sale
of
software over the Internet together with the present
level of cash resources  available to  the  Registrant
will be sufficient for its needs  over  the  next twelve
months.   Management believes that should the Company
require additional cash resources it can incur borrowing
as Registrant has  no long-term  corporate  debt.   There
are  no  known  trends   demands, commitments  or  events
that would result in or  that  is  reasonably likely to
result in the Company's equity increasing or decreasing in
a material  way  other  than the potential use  of  cash
resources  for investment in  the  Company's subsidiaries
in the  normal  course  of business or additional fund
raising.

1996

      Net  cash  used by operating activities for 1996 was
$6,740,073 compared  with  $2,207,683  in  1995.   Net
cash  used  by  investing activities was $1,889,146
compared with net cash received of  $28,482 in  1995.
This was primarily due to product development and
software costs of $608,800 compared with $40,000in 1995,
to the purchase of minority interests of $264,044 ($0 in
1995), to the issuance of a note receivable in the amount of
$312,400 ($0 in 1995) and to purchases  of property and
equipment of $1,087,658 ($195,589 in 1995).

      Net  cash  provided  by  financing  activities  was
$18,350,289 compared with $2,290,941 the previous year.
Sales of common stock and preferred  stock  were
$22,330,214 compared with $1,623,847  in  1995. These
transactions substantially improved the liquidity of the
Company and helped raise stockholders' equity by
$15,767,262 in 1996.
      The  Company's plans for capital expenditures relate
principally to capital costs likely to be incurred in
opening of additional retail units.   Management  does
not anticipate any liquidity  problems  and believes  that
the  anticipated level of  revenue  generated  by  the
Company together with the present level of cash resources
available to the  Company  will  be sufficient for its
needs.  Management  believes that  should  the  Company
require additional cash resources,  it  can raise
additional cash
resources from the sale of common and preferred
stock  and/or  by incurring borrowing.  Management is
aware  that  the Company has no long term corporate debt.
Management
believes that it is well positioned to make arrangements for
additional
debt should the need arise. There are no knowntrends,
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 other than the potential use of cash resources
for investment
in  the Company's subsidiaries and the normal course of
business.

      Management  continued  to demonstrate  its  ability
to  attract private investment during the nine months
ended January 31, 1996.  The Company raised $22,330,214 in
private placements of restricted  common and  convertible
preferred stock.  The preferred stock  yields  range from
9% to 12% and can be converted into common shares of the
Company in  limited  amounts during agreed time frames
subsequent to  issuance and in unlimited amounts
thereafter.  The conversion rate is equal to an agreed upon
discount on the prevailing market price of the Company
shares
at the time of the conversion.
<PAGE>

1995

      Net  cash  used by operating activities was
$2,207,683  in  1995 compared with $2,145,545 in 1994.
This was primarily due to the  net loss   of  $3,518,904
compared to $1,970,293 in 1994. The most significant
adjustments to reconcile net loss to net cash from operating
activities were a write off of discontinued subsidiaries of
$560,577.  Net cash provided by investing activities of
$28,482
compares with cash used of $160,239 for the previous year.

     Net cash provided by financing activities was
$2,290,941 compared with  net cash provided during the
previous year of $1,067,171.  Sales of common stock of
$1,623,847 compares with $517,322 in fiscal 1994.

       Subsequent  to  the  period  under  review,
Company  completed $1,425,000 Private Placements and
converted $450,000 debt owing to an affiliate of the
President
of Company to common stock. These transaction substantially
improve the liquidity of Company, and raised stockholder's
equity by $1,875,000 in the quarter ended July 31, 1995.

      Management  does  not  anticipate  any  liquidity
problems  and believes  that the anticipated level of
revenue generated  by  Company together with the present
level of cash resources available to Company will  be
sufficient for its needs.  Management believes however
that should sales of DigiPhone and or revenues generated
from retail  units be  less  than anticipated that it will
experience liquidity problems. Management  believes  that
should  Company  require  additional  cash resources, it
can raise such additional cash resources from  the  sale
of  common stock and/or by incurring borrowings from its
directors or entities  affiliated  with  directors  and
from
unrelated  financial institutions.  Management is aware
that other than indebtedness  owing to  an  entity
affiliated with its President, Company has no corporate
debt.   Management  believes  that  it  is  well positioned
to  make arrangements for additional debt should the need
arise.
There are no known  trends, demands, commitments or events
that would
result in or that  are  reasonably  likely  to result in
the
Company's  liquidity increasing or decreasing in any
material way other than the  potential use  of cash
resources for investment in Company's subsidiaries in the
normal course of business.

Item 8.        Financial Statement and

Supplementary Data Index to Consolidated

Financial Statements   Page

Report of Independent Auditors - 1997             F-1

Consolidated Financial Statements
     Balance Sheets - April 30, 1997 and 1996     F-2 and
                                                  F-3
Statements of
     Operations for the years
         ended April 30, 1997, 1996 and 1995      F-4

Statements of Stockholders' Equity for the
      years ended April 30, 1997, 1996 and 1995  F-5 through
                                                 F-7
     Statements of Cash Flows for the years ended
         April 30, 1997, 1996 and 1995            F-8 and
                                                  F-9
   Notes to
     Consolidated Financial Statements            F-10
through
                                                  F-25

Consolidated Schedule                             F-26

      The information itemized above are included in Part
IV, Item  14
as Exhibit (a) (1) and begins at F-1 following page 29.

      Also included is the unaudited information regarding
proven  oil
and gas reserves.

Item 9.        Disagreements on Accounting and Financial
Disclosure

      Lane  Gorman Trubitt, L.L.P., were the auditors for
the  fiscal
year  ended April 30, 1997 and have performed the audit for
every past
fiscal  year  since  1994.   There were no disagreements
between  the Company and the auditors regarding a policy
or disclosure.

PART III

Item 10. Directors and Executive Officers of the Company

 The following persons serve as directors and/or officers of
the
Company as of July 2, 1996:

Name               Age    Position           Period
Term
                                             Served
Expires

Daniel  Wettreich  45  Chairman and      September  16,1988
Next Annual
                       Chief Executive
Meeting
                       Officer, President,
                       Director

Jeanette P.
 Fitzgerald       36   Vice President and September 16, 1988
Next Annual
                       General Counsel,
Meeting
                       Secretary,
                       Director

Allan S. Wolfe   65    Director          May 24, 1993
Next Annual

Meeting
Bruce
Baldwin          64    Director          June 28, 1997
Next Annual

Meeting

Robert  B.
 Gregory        45     Vice President     July  1,1996
N/A
                       of Finance

David  D.
 McCurley       31     Vice President     June  10,1996
N/A
                       & Chief Technical
                       Officer


Daniel Wettreich

      Daniel  Wettreich  is  Chairman  and  Chief
Executive  Officer, President  and Director of the Company
since September  1988.   He  is also  a Director and
Officer of all its subsidiaries(1).  Since  1981, he  has
been  the  President  and  Director  of  Wettreich
Financial Consultants, Inc., a financial consulting
company.  Since  July  1996, he  has been Director and
Chief Executive Officer of Meteor Technology plc,  a
United Kingdom based public company.  Additionally, he
currently holds directors positions in the following
public companies: Forme  Capital, Inc., a real estate
company, Adina, Inc. and Alexander Mark  Investments
(USA), Inc. which are public holding companies,  and
Malex,  Inc.,  and  Tussik, Inc. which are dormant
companies  seeking merger  opportunities.   In July 1993,
he was  appointed  Director  of Goldstar  Video
Corporation(2) following an investment by the Company.
From  January  1985  to  February 1988 he was a founding
director  of Phoenix  Network, Inc.,  a telecommunications
company  listed  on  the American  Stock  Exchange.   Mr.
Wettreich was an executive  with  two London, England
merchant banks in the mid 1970's.  Subsequently he was
owner/manager of a private distribution company, and
thereafter  Chief Financial Officer of a $60 million
retailer listed on the London Stock Exchange.    Mr.
Wettreich  has  a  Bachelor  of  Arts  in   Business
Administration from the University of Westminster, London,
England.

Jeanette P. Fitzgerald

      Jeanette  Fitzgerald  is  Vice President  and
General  Counsel, Corporate  Secretary  and  a Director of
the Company since September 1988. She is a director and
secretary of the Company's subsidiaries(1).  She is a
member of the State Bar of Texas  and the Business Law
section.
Since July 1996, she has been a Director of Meteor
Technology  plc.
She  is also the  Corporate  Secretary  and Director of
Wettreich Financial Consultants, Inc., and of Malex, Inc.,
Tussik,  Inc.  and Alexander Mark Investments (USA), Inc.,
which  are public  companies.   In  July  1993, she  was
appointed  Director  of Goldstar  Video Corporation(2)
following an investment by the Company. Previous to these
positions, from 1987 to 1988 she worked as  a  staff
attorney  and  in  the compliance department at  H.D.
Vest,  Inc.,  a holding  company  with  subsidiaries
including a securities  brokerage firm.   She  graduated
from  Texas  Tech  University  School  of  Law receiving
both a Doctorate of Jurisprudence and a Masters of
Business Administration in May 1986, and from the
University of Michigan with a Bachelors of Business
Administration in December 1982.
<PAGE>
Allan S. Wolfe

      Allan  S.  Wolfe has been a Director of the Company
since  May, 1993.  He is Chairman and President of
Database Technologies, Inc.,  a public  company providing
database software to the insurance  industry 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.

Bruce Baldwin

      Bruce Baldwin has been a Director of the Company
since May 1997. He  is  the  principal of the Law Office
of Bruce Baldwin since  1992. Previous to that he was a
principal of Bruce Baldwin & Associates from 1988  to
1992.   He graduated from Georgia Institute  of
Technology, graduating  with  a B.S. in chemistry and
obtained a Bachelor  of  Law Degree from Mercer University
in 1961.

Robert B. Gregory
      Robert  Gregory is the Vice President of Finance for
the Company since July 1996.  He is a director of Adina,
Inc. since January 1997, and of Alexander Mark Investments
(USA), Inc. since December 1996 both of  which are public
companies.  He was previously Director of Finance of Jenkens
& Gilchrist,one of Texas's largest law firms,prior to which
he
was controller of Memorex Telex Corporation, a manufacturer
of
computer equipment.  Previously, from 1985 he was controller
of the communications  division of Electronic Data Systems,
an international provider of information technology. In
addition
to being a Certified Public Accountant, he has an MBA from
Creighton University and a BS in Accounting from the
University
of Nebraska.

David D. McCurley

      David McCurley is Vice President and Chief Technical
Officer  of the  Company  since  June 1996.  He was
previously Vice  President  of Programming of Third Planet
Publishing, Inc., since   1994.  Previously,
from 1989, he was Systems Coordinator for South Trust
Bank.

(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.

Item 11. 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, 1997.   No  bonuses were
granted to any officer, nor was any compensation deferred.
<PAGE>
<TABLE>

                 SUMMARY COMPENSATION TABLE

<S>          <C> <C>       <C>                      <C>
                    Annual CompensationLong-Term Compensation   
                                             Payouts       
                                      Awards
                                                                
                                       Restr                     
Name and Pri                 Other    icted Option   LTIP   All Other
ncipal       Yea Salar  Bonu Annual   Stock   s/    Payout Compensati
  Position   r   y      s    Compen   Award  SARs     s        on
                             sation    (s)
                                                           
Daniel       199   -     -      -       -    25,000    -   $
Wettreich    5   $208,   -      -       -    25,000    -   (1)
Chairman and 199  333    -      -       -    175,00    -   $
CEO(1)       6   $250,                          0          (1)
             199  000                                      $
             7                                             (1)
Jeanette P.  199   -     -      -       -    43,75    -    $
Fitzgerald   5    N/A    -      -       -      0      -    (1)
Vice         199  N/A    -      -       -     N/A     -    $
President,   6                                875          (1)
General      199                                           $
Counsel and  7                                             (1)
Secretary
(1)

</TABLE>





(1)   Daniel Wettreich and Jeanette Fitzgerald, Directors
and  Officers  of  Company,  were  employees  of  a  company
affiliated
with Mr. Wettreich, which company provided the Company with
management services until July 1995  and  was paid $-0-,
$44,000, and  $286,000 for the  years  ended April  30,
1997,  1996  and 1995 respectively.   In  July  1995,  Mr.
Wettreich  and  Ms.  Fitzgerald became employees of
Company  and  Mr. Wettreich entered into an employment
contract with Company.

      Directors of the Company are reimbursed for
reasonable  expenses incurred  in attending meetings of
the Board of Directors.  Mr.  Bruce Baldwin receives
$500.00 per month.

      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  other
than Mr.
Wettreich.

     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

Item  12.   Security  Ownership  of  Certain  Beneficial
Owners   and Management

      The  following table sets forth as of July 18, 1997
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
(8 persons).

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

Daniel Wettreich          1,728,621     (1)(2)(8)
57.3% 17770 Preston Road
Dallas, Texas 75252

Jeanette       P.      Fitzgerald                153,210
(3) 5.3%
17770 Preston Road
Dallas, Texas 75252

Allan Wolfe                    6,625      (4)
* 390 South River Road
Suite 5
Bedford, NH  03110

Bruce Baldwin            2,000       (5)
*
8150 Central Expressway
Suite 100
Dallas, Texas 75206

David McCurley         21,500        (6)
* 17770 Preston Road
Dallas, Texas  75252

Robert Gregory           1,437,505 (7)(8)
50.8% 17770 Preston Road
Dallas, Texas  75252

All Officers and Directors    1,822,996 (1)(2)(3)(4)(5)(6)
58.6% as a group (6 persons)                  (7)(8)

* Under 0.1%

Adina, Inc.                     1,345,295    (8)
47.7% 17770 Preston Road
Dallas, Texas  75252

(1) 60,366 of these shares are owned by AM Investments Ltd.
    a U.K. company ("AM") of which Mr. Wettreich is a director
    and  officer.  25,000 of these shares are owned  by Wettreich
   Financial Consultants, Inc. ("WFC"), a Texas  company of
   which Mr. Wettreich is a director and officer.  16,250 of
   these  shares  are  owned  by  Forme  Capital,  Inc., ("Forme"),
   a  Delaware  company  of which  Mr.  Wettreich  is  a director
   and  officer.   81,710 of these shares are  owned  by Meteor
   Technology plc ("Meteor"), a UK company of which Mr. Wettreich 
    is a director and officer.   1,345,295  of these
    are Preferred Stock owned by Adina, Inc.,("Adina") a
    Delaware  corporation of which, Mr.  Wettreich is a director
   and  officer.  Mr. Wettreich  has disclaimed any beneficial
     interest in the shares owned by AM, WFC, Forme, Meteor and
      Adina.

 (2) Includes options to purchase 200,000 shares granted to
     Daniel  Wettreich, which options are not exercised.

 (3)Includes options to purchase 53,750 shares granted to
      Jeanette Fitzgerald, which options are not exercised.
      16,250 of these shares are owned by Forme of which Ms.
      Fitzgerald is an officer and director. 81,710 of these
     shares are owned by Meteor of which Ms. Fitzgerald is an
     officer  and director.  Ms. Fitzgerald has disclaimed any
      beneficial interest in the shares owned by Meteor and Forme.

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

 (5) Includes an option to purchase 2,000 shares granted to Bruce
      Baldwin, which option is not exercised.

 (6) Includes an option to purchase 21,500 shares granted to David
      McCurley, which option is not exercised.

 (7)  Includes options to purchase 10,500 shares granted to Robert
      Gregory,  which  options are not exercised. Includes 1,345,295 
      Preferred Shares owned by Adina of which  Mr. Gregory is an officer
      and  director.Includes 81,710  shares  owned by Meteor a  company 
      which  is majority owned  by Alexander Mark Investments (USA),  Inc.  of
      which Mr. Gregory is a director.  Mr. Gregory has disclaimed any
      beneficial interest in the shares owned by Adina and Meteor.

(8)  Includes 1,345,295 Preferred Shares, Series J of the Company.
      These shares are owned by Adina, Inc. of which Mr.Wettreich and Mr.
      Gregory are directors and officers. They have disclaimed all beneficial
      ownership in the shares.  (See Item 13. Certain Relationships and
      Related Transactions).

Item 13.  Certain Relationships and Related Transactions

On   May   20,  1997  Registrant subscribed  (post  reverse) 1,345,295
restricted  Preferred Shares, Series J Camelot Corporation("Camelot")
with payment by the transfer of 6,029,921 restricted common shares of
Alexander  Mark  Investments (USA), Inc. to Camelot.  892,215 of the 
Preferred Shares were issued upon execution of the Agreement and 453,080
are issuable as deferred consideration.  The  deferred consideration  will
be issued as new common shares of Camelot are issued in such a manner so that
the additional Preferred Shares  are issued  at  the same time
and in the same quantity as any  new  common shares.    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.

      The Company paid management fees of $44,000 in 1996
to Wettreich Financial  Consultants, Inc. ("WFC"), a
company  affiliated  with  the President of the Company.
These management services consisted of  the provision of
the services of the President and Corporate Secretary  of
Company.    The amount was determined by the time, effort,
and  skill required  to provide these services.  The
President and the  Corporate Secretary of Company were
employees of WFC and during the fiscal  year ended April
1995, received no compensation from Company.

      Stock  Transfer  Company of America, Inc., a company
affiliated with  the  President of the Company provided
services during the  year ended April 1997 and 1996, as a
securities transfer agent.  A total of $35,158 and $16,598
were paid by Company for these services.   In  the opinion
of the Board of Directors, the terms of these transactions
was as  fair  to  the company as could have been made with
an unaffiliated party.

      The  Company  leases 10,000 square feet of  offices
from  Forme Capital, Inc., a company affiliated with the
President of the Company. The lease is for a term of 5
years commencing September 1993 at $8 per square foot.
Total rent paid during fiscal 1997 and 1996 was $80,000,
respectively.   The lease agreement and transactions
related  thereto were approved by a vote of Company's
shareholders.

     The Company received loans from Forme totaling
$406,000 in fiscal 1995.   Payments  of $236,000 and
$190,000 were made in  fiscal  years 1996 and 1995,
respectively.  Forme converted the remaining balance of
$450,000  to  common  stock during fiscal 1996.  Total
interest  paid during fiscal 1996 was $11,615 and 1995 was
$35,961.

      During  fiscal 1997 and 1996, Company received
dividend payments from  Forme Capital, Inc., Preferred
Shares Series C in the amount  of $46,657 for 1997 and
$46,657 for 1996.

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

      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  has been 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 pounds  of   loan
stock owed to the Company by Meteor and 500,000 pounds by
the issuance by the Company to Meteor of 80,960 restricted
common  shares. Mr. Wettreich and Ms. Fitzgerald who are 
directors of both companies did  not  participate  in  any 
directors votes  in relation  to  this transaction.

      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.   Mr.  Wettreich and  Ms. Fitzgerald who are 
directors of these companies 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  and Mr. Gregory
are directors and officers.  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  AMI  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
dividend.  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  pounds  1997-2007  10%  unsecured  redeemable  loan
stock of Meteor by paying  cash. Mr. Wettreich  and Ms. Fitzgerald
who are directors of both companies  did not participate in any directors
votes in relation to this transaction.

     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
other  than Mr.  Wettreich.   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 14.   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, 1997.

Index to Consolidated Financial Statements        Page
Report of Independent Auditors - 1997             F-1
Consolidated Financial Statements
        Balance Sheets - April 30, 1997 and 1996  F-2 and
                                                  F-3
        Statements of Operations for the years
          ended April 30, 1997, 1996 and 1995     F-4

        Statements of Stockholders' Equity for the
          years ended April 30, 1997, 1996 and 1995    F-5 through
                                                       F-7
        Statements of Cash Flows for the years ended
          April 30, 1997, 1996 and 1995           F-8 and
                                                  F-9

        Notes to Consolidated Financial Statements     F-10
                                                  through
                                                  F-25

(a) (2) Consolidated Schedule                     F-26
(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 3,1997 Annual
               Meeting of Shareholders.

         1996 Employee Stock Option Plan Incorporated by
               reference to the Proxy  Statement for January
               3,1997 Annual Meeting of Shareholders

   22(a)  Subsidiaries

   (7)  Reports on Form 8-K:
         Report  filed  May  20, 1997 reporting  Item  2
         and  7  with amendments.

<PAGE>
                       EXHIBIT 22(a)
                       SUBSIDIARIES
                    AS OF JULY 5, 1997



Third Planet Publishing, Inc.          100%
Mr. CD-ROM Stores, Inc.                100%
Camelot Distributing, Inc.             100%
Kids University, Inc.                  100%
Maxmedia Distributing, Inc.            100%
Camelot Internet Access Services, Inc. 100% 
Camelot Business Investigations, Inc.  100% 
Camelot Energy, Inc.                   100%
Software @ Cost + 10%, Inc.            100%
mrcdrom.com, inc.                      100%
Alexander Mark Investments (USA), Inc.  80% 
Atlantic Media, Inc.                   100%
Camelot Creative Design, Inc.          100%

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:     November 20, 1997

      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 and CEO
     (principal executive
      officer and
      principal financial
      officer)

Date:   November 20, 1997


By:  /s/Jeanette
Fitzgerald
     Director; Secretary;
                                   Vice President and
General Counsel
Date: November 20, 1997
By:   /s/Robert Gregory
  Vice President Finance (principal accounting officer)


Date:   November 20, 1997

By:  /s/Allan Wolfe
     Director

Date:    November 20, 1997

By:        /s/ Bruce Baldwin
     Director

Date:   November 20, 1997


                                  30


         REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS

Board of Directors and
Stockholders Camelot
Corporation and
Subsidiaries

     We have audited the accompanying consolidated
balance sheets of  Camelot Corporation and
Subsidiaries as of April 30, 1997 and 1996  and  the
related  consolidated statements  of  operations,
stockholders' equity, and cash flows for each of the
three  years in  the  period ended April 30, 1997.
These financial statements are   the  responsibility
of  the  Company's  management.    Our
responsibility  is  to  express an  opinion  on
these  financial statements based on our audits.

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

      In  our opinion, the financial statements
referred to above present  fairly,  in  all  material
respects,  the  consolidated financial position of
Camelot Corporation and Subsidiaries as  of April
30, 1997 and 1996, and the consolidated results  of
their operations  and  their consolidated cash flows
for  each  of  the three  years  in the period ended
April 30, 1997,  in  conformity with generally
accepted accounting principles.

      We have also audited Schedule II of Camelot
Corporation and Subsidiaries  for  each of the three
years in  the  period  ended April  30, 1997.  In our
opinion, this schedule presents  fairly, in  all
material respects, the information required  to  be
set forth therein.



Lane, Gorman & Trubitt, LLP
Dallas, Texas
July 7, 1997




                                 F-1
<PAGE>
                CAMELOT CORPORATION AND SUBSIDIARIES
                     Consolidated Balance Sheets
                              April 30,

                               1997                              1996
ASSETS

CURRENT ASSETS
  Cash  and cash equivalents $ 3,029,999                 $  9,870,599
  Trading securities               -                        1,341,508
  Securities available for
     sale                          8,268                      945,777
 Accounts receivable, net of
  allowance for doubtful 
  accounts of $19,947 and 
  $11,415 at April 30,1997
  and 1996,  respectively         162,592                    241,837
Prepaid expenses                  167,769                    215,073
Inventories, net of allowance
 forobsolescence of $494,744
 and $198,000 at April 30,
 1997 and 1996,respectively        530,926                 1,272,973
    Total current assets         3,899,554                13,887,767

PROPERTY AND EQUIPMENT - AT COST
 Office equipment and fixtures   1,534,173                 1,363,484
 Leasehold improvements             64,154                   222,124

                                 1,598,327                1 ,585,608
  Less accumulated depreciation   (669,535)                 (453,450)
    and amortization

                                   928,792                 1,132,158

INVESTMENT IN AFFILIATE                -                         -

OTHER ASSETS
 Note receivable - officer,net
 of allowance of $889,000          968,189                        -

 Preferred stock-related party     530,917                    530,917
 Licenses, trademarks and product
 development, net of accumulated
 amortization of $31,000 and $151,979
 at April 30,1997 and 1996,
 respectively                      421,510                  1,141,021
     Other                          23,114                     10,000
          Total other assets     1,943,730                  1,681,938


                               $ 6,772,076                $16,701,863

See accompanying notes to consolidated  financial statements



                           F-2
                   CAMELOT CORPORATION AND SUBSIDIARIES
                  Consolidated Balance Sheets -Continued
                                 April 30,


                                        1997                   1996
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                  $    470,577           $    777,181
 Accrued expenses                       222,990                194,329
 Net current liabilities of
   discontinued operations                  -                   50,185
   Total current liabilities            693,567              1,021,695

STOCKHOLDERS' EQUITY
 Common stock, $.01 par value, 
  50,000,000 shares authorized, 
  881,763 and 486,305 shares issued
  at April 30,1997 and 1996, respectively 8,818                 4,863

 Preferred stock, $.01 par value,
 100,000,000 shares authorized, 
 2,438,056 and 10,143,389 shares
 issued and outstanding at April 30,
 1997 and 1996,  respectively            24,381                101,434
 
 Additional  paid-in capital          34,021,361             30,600,613
 Accumulated deficit                 (25,182,832)           (12,186,463)
 Less net unrealized loss on
  available-for-sale securities             -                   (50,548)
 Less treasury stock, at cost,
  28,745  shares at April 30, 1997
  and 1996                            (2,714,575)            (2,714,575)
 Less note receivable from
 officer related to purchase
 of common stock                         (78,644)               (75,156)
Total stockholders'  equity            6,078,509             15,680,168

                                     $ 6,772,076             $16,701,863

See accompanying notes to consolidated financial statements

F-3<PAGE>
                   CAMELOT CORPORATION AND
                   SUBSIDIARIES Consolidated
                   Statements of Operations
                     Years Ended April 30,


                               1997          1996             1995

 REVENUES                  $1,887,617  $3,002,049       $  1,184,469

 COSTS AND EXPENSES
  Cost of sales              1,559,189     645,127            905,330
  General and administrative 7,164,354   6,233,501          2,511,108
  Provision for inventory
   obsolescence                495,942     198,000                 -
Depreciation and 
 amortization                1,462,459     354,419            116,186

Total costs and expenses    10,681,944   7,431,047          3,532,624

 LOSS FROM OPERATIONS       (8,794,327) (4,428,998)        (2,348,155)

 OTHER INCOME (EXPENSE)
  Interest and 
    miscellaneous              426,490     152,278              1,370
  Dividend income - related
   party                        46,657      46,657             46,657
 Loss on disposition of
   assets                    (509,292)   (126,931)                -
 Loss on investment in 
  affiliate                (2,693,087)        -                   -
 Note receivable allowance   (889,000)        -                   -
 Realized loss on sale of
  marketable securities      (583,810)        -                   -
 Unrealized gain on 
   marketable securities          -        53,821                 -
 Interest expense-related
   party                          -       (11,615)            (35,849)
 Total other income (expense)(4,202,042)   114,210             12,178

LOSS FROM CONTINUING 
  OPERATIONS                (12,996,369) (4,314,788)       (2,335,977)

DISCONTINUED OPERATIONS
   Loss from operations           -           -              (622,350)
   Loss on disposals              -        (250,925)         (560,577)
   Loss from discontinued 
   operations                     -        (250,925)       (1,182,927)

NET LOSS                    (12,996,369) (4,565,713)       (3,518,904)
DIVIDENDS ON PREFERRED 
 STOCK                        (  95,234)   (575,414)          (19,200)

NET LOSS ATTRIBUTABLE TO
  COMMON STOCKHOLDERS      $(13,091,603) $(5,141,127)    $ (3,538,104)

LOSS PER SHARE:
 LOSS FROM CONTINUING
   OPERATIONS                  (20.45)     (12.54)             (9.17)
 LOSS FROM DISCONTINUED
   OPERATIONS                    (.00)       (.73)             (4.64)
 DIVIDENDS ON PREFERRED
   STOCK                         (.15)      (1.67)              (.08)
 NET LOSS PER COMMON SHARE   $ (20.60)    $ (14.94)        $  (13.89)

WEIGHTED AVERAGE NUMBER OF
COMMON STOCK AND COMMON STOCK
EQUIVALENT SHARES OUTSTANDING  635,467      344,119             254,651

See accompanying notes to consolidated financial statements






                                   F-4

<PAGE>
<TABLE>

            CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Stockholders' Equity - continued
   For the Period from May 1, 1994 through April 30, 1997

<S>              <C>         <C>      <C>       <C>      <C>
                   Common    Common   Preferre  Preferr  Additional
                    Stock     Stock   d Stock      ed      Paid in
                   Shares    Amount    Shares    Stock     Capital
                                                 Amount
Balance at April                                                    
30, 1994            $215,790 $ 2,158   $239190    $2,392  $5,882,486

Conversion of                                                       
preferred stock          250       3  (50,000)     (500)         497
to common stock:                                                    
  Series C                                                          
                                                                    

Preferred Stock                                                     
cash dividends             -       -         -         -    (19,200)
related party                                 
Payment of                                                          
common stock           3,145      31         -         -        (31)
subscribed at
April 30, 1994
Sale of common                                                      
stock for cash        63,084     631         -         -   1,623,216

Purchase of                                                         
Maxmedia                                                            
Distributing,          5,125      51         -               143,449
Inc.
Compensation for                                                    
services               3,327      33         -         -     120,480
Change in net                                                       
unrealized                 -       -         -         -           -
losses on
available for
sale securities
Net loss                   -       -         -         -           -
Balance at April                                                    
30, 1995             290,721  $2,907  $189,190    $1,892  $7,750,897

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>
<TABLE>
                              
            CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Stockholders' Equity - continued
   For the Period from May 1, 1994 through April 30, 1997

<S>              <C>         <C>      <C>       <C>      <C>
                 Accumulate  Unreali  Treasury   Stock      Total
                  d Deficit    zed     Stock    Subscri  Stockholde
                             Losses              ption   rs' Equity
                               on               Receiva   (Deficit)
                             Availab              ble
                             le For
                              Sale
                             Securit
                               ies
Balance at April                                                    
30, 1994          $(4,101,84       $  $(170,44   $(206,2  $1,408,498
                          6)       -        2)       50)
Conversion of              -                                        
preferred stock                                                     
to common stock:                   -         -         -           -
  Series C                                                          
                                                                    

Preferred Stock                                                     
cash dividends             -       -         -         -    (19,200)
related party                                 
Payment of                         -                                
common stock               -                 -   206,250     206,250
subscribed at
April 30, 1994
Sale of common                                                      
stock for cash             -       -         -         -   1,623,847

Purchase of                                                         
Maxmedia                                                            
Distributing,              -       -         -               143,500
Inc.
Compensation for                                                    
services                   -                 -         -     120,513
Change in net                                                       
unrealized                 - (51,553         -         -    (51,553)
losses on                          )
available for
sale securities
Net loss          (3,518,904       -         -         -  (3,518,904
                           )                                       )
Balance at April                                                    
30, 1995          $(7,620,75 $(51,55  $(170,44        $-   $(87,049)
                          0)      3)        2)

</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>
<TABLE>

            CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Stockholders' Equity - continued
   For the Period from May 1, 1994 through April 30, 1997

<S>              <C>         <C>      <C>       <C>      <C>
                   Common    Common   Preferre  Preferr  Additional
                    Stock     Stock   d Stock      ed      Paid in
                   Shares    Amount    Shares    Stock     Capital
                                                 Amount
Balance at April                                                    
30, 1995             290,721 $ 2,907   189,190    $1,892  $7,750,897

Conversion of                                                       
preferred stock        8,608      86  (888,000   (8,880)       8,794
to common stock:      56,844     569         )   (53,333      52,764
  Series BB           53,709     537  (5,333,3         )      34,713
  Series G                                 33)   (35,250            
  Series H                            (3,525,0         )            
                                           00)                      
                                                        
                                                        
Sale of common                                                      
stock for cash        54,844     548         -         -   3,281,001
                                              
 Sale of                                                            
Preferred Stock                       19,766,6   197,666  18,850,999
for cash                                    66
Common stock                                                        
issued for             5,079      51         -         -     737,341
services
Common stock                                                        
issued to                                                           
officers for           1,500      15         -                75,141
note receivable.
Change in net                                                       
unrealized                 -       -         -         -           -
losses on
available for
sale securities
Retirement of                                                       
Series D                   -       -  (66,134)     (661)    (65,473)
preferred stock
Common stock                                                        
issued to pay         15,000     150         -         -     449,850
note payable to
related party
Purchase of                -       -         -         -           -
treasury stock
Preferred stock                                                     
dividends to:              -       -         -         -    (19,200)
  Related                  -       -         -         -   (556,214)
parties
  Other parties
Net loss                   -       -         -         -           -
Balance at April                                                    
30, 1996             486,305  $4,863  10,143,3   $101,43  $30,600,61
                                            89         4           3
</TABLE>



<PAGE>
<TABLE>

            CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Stockholders' Equity - continued
   For the Period from May 1, 1994 through April 30, 1997

<S>            <C>        <C>     <C>        <C>       <C>
               Accumulat  Unreal   Treasury    Stock    Total
                  ed       ized     Stock    Subscrip  Stockhol
                Deficit   Losses               tion     ders'
                            on               Receivab   Equity
                          Availa                le     (Deficit
                            ble                           )
                            For
                           Sale
                          Securi
                           ties
Balance    at                                                  
April     30,  $(7,620,7   $(51,5  $(170,442        $- $(87,049
1995                 50)      53)          )                  )
Conversion of                                                  
preferred                                                      
stock to               -        -          -         -        -
common stock:          -        -          -         -        -
  Series BB            -        -          -         -        -
  Series G
  Series H
Sale of                                                        
common stock           -        -          -         - 3,281,54
for cash                                                      9
Sale of                                                        
preferred              -        -          -         - 19,048,6
stock for                                                    65
cash
Common stock                                                   
issued for             -        -          -         -  737,392
services

Common stock                                                   
issued to                                                      
officer for            -        -          -  (75,156)        -
note
receivable
Change in net                                                  
unrealized             -    1,005          -         -    1,005
losses on
available-for-
sale
securities
Retirement of                                                  
Series D               -        -          -         - (66,134)
preferred
stock
Common stock                                                   
issued to pay          -        -          -         -  450,000
note payable
to related
party
Purchase of                                                    
treasury               -        -  (2,544,13         - (2,544,1
stock                                     3)                33)
Preferred                                                      
stock                  -        -          -         - (19,200)
dividends to:          -        -          -         - (556,214
  Related                                                     )
parties                                                        
  Other
parties
Net loss       (4,565,71        -          -         - (4,565,7
                      3)                                    13)
Balance at                                                     
April 30,      (12,186,4        $  $(2,714,5         $ $15,680,
1996                 63)   (50,54        75)  (75,156)      168
                               8)

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>

<TABLE>

            CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Stockholders' Equity - continued
   For the Period from May 1, 1994 through April 30, 1997

<S>              <C>         <C>      <C>       <C>      <C>
                   Common    Common   Preferre  Preferr  Additional
                    Stock     Stock   d Stock      ed      Paid in
                   Shares    Amount    Shares    Stock     Capital
                                                 Amount
Balance at April                                                    
30, 1996             486,305 $ 4,863  10,143,3   $101,43  $30,600,61
                                            89         4           3
Conversion of                                                       
preferred stock        1,922      19  (112,000   (1,120)       1,101
to common stock:     165,920   1,659         )   (99,083      97,424
  Series BB          144,688   1,447  (9,908,3         )    (11,153)
  Series G                                 33)   (12,600            
  Series H                            (1,260,0         )            
                                           00)                      
                                                        
                                                        
 Sale of                                                            
Preferred Stock                       3,590,00    35,900   3,374,600
for cash                                     0
Common stock                                                        
issued for             1,968      20         -         -        (20)
services
Common stock                                                        
issued for            80,960     810         -         -      31,574
software
acquisitions
Accrued interest                                                    
on stock                                                            
subscription               -       -         -         -           -
receivable.
Change in net                                                       
unrealized                 -       -         -         -           -
losses on
available for
sale securities
Retirement of                                                       
Series F                   -       -  (15,000)     (150)         150
preferred stock
Preferred stock                                                     
dividends to:              -       -         -         -    (19,200)
  Related                  -       -         -         -    (76,034)
parties
  Other parties
Net loss                   -       -         -         -           -
Balance at April                                                    
30, 1997             881,763  $8,818  2,438,05   $24,381  $34,021,36
                                             6                     1
                                                                    

</TABLE>


<PAGE>
<TABLE>

            CAMELOT CORPORATION AND SUBSIDIARIES
 Consolidated Statements of Stockholders' Equity - continued
   For the Period from May 1, 1994 through April 30, 1997

<S>            <C>        <C>     <C>        <C>       <C>
               Accumulat  Unreal   Treasury    Stock    Total
                  ed       ized     Stock    Subscrip  Stockhol
                Deficit   Losses               tion     ders'
                            on               Receivab   Equity
                          Availa                le     (Deficit
                            ble                           )
                            For
                           Sale
                          Securi
                           ties
Balance    at                                                  
April     30,  $(12,186,   $(50,5  $(2,714,5  $(75,156 $15,680,
1996                463)      48)        75)         )      168
Conversion of                                                  
preferred                                                      
stock to               -        -          -         -        -
common stock:          -        -          -         -        -
  Series BB            -        -          -         -        -
  Series G
  Series H
Sale of                                                        
preferred              -        -          -         - 3,410,50
stock for                                                     0
cash
Common stock                                                   
issued for             -        -          -         -  737,392
services

Common stock                                                   
issued to                                                      
officer for            -        -          -  (75,156)        -
note
receivable
Common stock                                                   
issued for             -        -          -         -        -
services
Accrued                                                        
interest on            -        -          -   (3,488)  (3,488)
stock
subscription
receivable
Change in net                                                  
unrealized             -   50,548          -         -   50,548
losses on
available for
sale
securities
Retirement of                                                  
Series F               -        -          -         -        -
preferred
stock
Preferred                                                      
stock                  -        -          -         - (19,200)
dividends to:          -        -          -         - (76,034)
  Related                                                      
parties
  Other
parties
Net loss       (12,996,3        -          -         - (12,996,
                     69)                                   369)
Balance at                                                     
April 30,      (25,182,8     $  -  $(2,714,5         $ $6,078,5
1997                 32)                 75)  (78,644)       09

</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>














                                       F-7



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

                                                1997          1996        1995

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                             $(12,996,369)  $(4,565,713) $(3,518,904)
  Adjustments to reconcile net loss
  to net cash used in operating activities:
  Non cash transactions for services        387,391      120,513
  Accrued interest addition to related 
   party note receivable                    (60,677)          -             -
  Securities received as revenue            (64,000)  (1,950,575)           -
  Depreciation and amortization           1,462,459      354,419      116,186
  Undistributed loss in minority interest
   in subsidiaries                              -             -       (1,336)
  Loss on disposal of assets                509,292      191,918      22,535  
  Loss on sale of trading securities        313,896        -              -
  Loss on sale of available for sale
   securities                               269,914          -            -
  Write up of securities to market value      -          (53,821)         -
  Provision for uncollectable accounts
   receivable                                 8,532       10,887       41,500
  Provision for inventory obsolescence      495,942      198,000          -
  Note receivable allowance                 889,000         -             -
  Loss on investment in affiliate         2,693,087         -             -
  Proceeds from trading securities        1,027,612         -             -
  Loss on disposal of discontinued 
   operations                                 -             -         560,577
  Change in assets and liabilities, net of effect from
     purchase of subsidiaries:
     Accounts receivable                    (68,987)   (212,107)      797,005
     Prepaid expenses                        47,304    (183,449)      (16,188)
     Inventories                            246,105    (864,908)      (23,865)
     Other assets                              -            -          (5,366)
    Accounts payable and accrued
      expenses                             (277,943)     88,151      (300,340)
    Obligations-discontinued operations     (50,185)   (140,266)          -
   Net cash used in operating activities (5,555,018) (6,740,073)    (2,207,683)

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property and equipment      (636,364)  (1,087,68)     (195,589)
  Investment in affiliate                (2,457,003)      -              -  
  Collections received on notes receivable   14,000       -            67,028
  Proceeds from sale of property and 
   equipment                                   -         11,500        31,500
  Proceeds from available for sales 
    securities                              718,143      93,447          -
  Proceeds from return of deposits             -         14,765          6,000
  License, trademarks and product
   development                             (412,510)   (608,800)      (40,000)
  Purchase of subsidiary                       -           -          (25,000)
  Proceeds from sale of subsidiary             -           -          184,543
 Issuance of note receivable-related party (1,814,000)     -             -
 Issuance   of  note  receivable               -       (312,400)         -
     
 Net cash provided by (used in) investing 
  activities                               (4,587,734)(1,889,146)      28,482

CASH FLOWS FROM FINANCING ACTIVITIES:
   Sales of common stock                        -      3,281,549      1,623,847
   Payments received on common stock 
    subscribed                                  -            -         206,250
  Sale of preferred stock                  3,410,500  19,048,665          -
  Sale of subsidiary preferred stock            -           -          264,044
  Redemption of preferred stock                 -       (66,134)          -
  Deferred offering costs                    (13,114)        -            -
  Dividends paid                             (95,234) ( 575,414)      (19,200)
  Purchase of treasury stock                    -     (2,544,133)         -
  Payments on debt                              -      (294,200)     (190,000)
  Proceeds (payment)-notes payable 
   -related parties                             -      (236,000)      406,000
 Redemptions of subsidiary preferred stock      -      (264,044)        -

  Net cash provided by financing activities 3,302,152  18,350,289   2,290,941

NET INCREASE (DECREASE) IN CASH          ( 6,840,600)   9,721,070    111,740 
CASH AT BEGINNING OF YEAR                  9,870,599      149,529     37,789

CASH AT END OF YEAR                     $  3,029,99   $ 9,870,599  $ 149,529
</TABLE>

See accompanying notes to consolidated financial statements

                                     F-8
                   CAMELOT CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                            Years Ended April 30,


                                            1997          1996           1995
     Supplemental information:
       Cash paid for interest        $      -        $11,615   $     38,681

        Cash  paid for income taxes  $      -        $    -    $          -

     NONCASH INVESTING AND FINANCING ACTIVITIES

As  discussed in Note 11, in fiscal 1997, the Company's Preferred Stock
was converted to the Company's restricted common stock as follows:

 112,000 Series BB Preferred for 1,922 shares of restricted common
 9,908,333  Series  H Preferred for 165,920 shares of restricted  common
 1,260,000  Series  I Preferred for 144,688 shares of  restricted  common

 In  fiscal  1997,  the Company received securities  in the  amount  of
 $139,700 in satisfaction of a trade account receivable.

In  fiscal 1997, the Company issued 80,960 shares of
restricted  common stock for software acquisition.

As  discussed  in  Note 9, in fiscal 1996, the Company issued  15,000
shares  of  restricted  common  stock in  settlement of  $450,000  of
promissory notes to a related party, Forme Capital, Inc.

In  fiscal 1996, the Company issued 1,687 shares of restricted  common
stock, with an agreed value of $350,000, for acquisition of software.

As discussed in Note 11, in fiscal 1996, the Company's Preferred Stock
was converted to the Company's restricted common stock as follows:
  888,000 Series BB Preferred for 8,608 shares of restricted common
  5,333,333 Series G Preferred for 56,844 shares of restricted common
  3,525,000 Series H Preferred for 53,709 shares of restricted common

As  discussed  in Note 14, in fiscal 1996, an officer of  the  Company
executed a 6% interest bearing note in the principal amount of $75,156
to exercise stock options.

In  fiscal 1996, the Company exercised its option to
purchase  400,000 shares  of  stock  in  another  company  in
satisfaction  of  a  note  receivable in the amount of $312,400.

In  fiscal  1996, the Company issued notes payable in
the  amount  of $294,200 for acquisitions of software.

As  discussed in Note 2, in fiscal 1995, the Company acquired  100%  of
the   common  stock  of  Maxmedia  Distributing,  Inc., and   Maxmedia
Publishing, Inc., in exchange for $25,000 in cash plus 5,125 shares  of
the Company's restricted common stock valued at $143,500.

As  discussed  in  Note  11, in fiscal 1995, the outstanding  Series  C
Preferred Stock was converted to 250 shares of the Company's restricted
common stock.

During  fiscal  1997,  1996 and 1995 there was a $50,548,  $1,005,  and
$51,553   change   in   net  unrealized  losses  on available-for-sale
securities.


 See accompanying notes to consolidated financial statements


                                     F-9


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Business Activity and Principles of Consolidation

     The  consolidated financial statements include Camelot Corporation and
     its  majority-owned  subsidiaries (collectively the "Company").   The
     Company  is  primarily  engaged  in the  retailing, distribution  and
     publishing of computer software.  The Company sells software  products
     through  national  distributors  and  through  an Internet  web  page
     catalog.   During  1997,  the  Company  ceased  selling its  software
     products  through Mr. CD-ROM and Software @ Cost + 10% retail  stores
     which  were  located  in the Dallas Metroplex.  The Company  is  also
     engaged as an Internet service provider.   Discontinued operations  of
     certain   subsidiaries   were  involved   in   video marketing   and
     distribution, financial services, real estate rentals, and oil and gas
     exploration  and 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 Dallas, Texas.   Cash
     equivalents  were 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.  Other
     inventories,  were  stated at the lower of cost or market  using  the
     first  in, first out (FIFO) method, until their disposition in  fiscal
     1995.   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.

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

          Office furniture and fixtures           7 years
          Computer and office equipment           5 years
          Computer software                        5 years
         Leasehold Improvements                  Length oflease ranging to
                                                     5 years
  
 Software Development

Certain   software   development  costs  are capitalized   upon   the
     establishment of technological feasibility for each product or process
     and  capitalization ceases when the product is available  for  general
     release  to  customers or is put into service.  The establishment  of
     technological feasibility and the ongoing assessment of recoverability
     of   capitalized  software  development  costs  require considerable
     judgment  by  management  with respect to  certain external  factors,
     including, but not limited to, anticipated future revenues,  estimated
     economic  life  and  changes  in  software  and hardware  technology.
     Research  and  development costs related to software development  that
     has not reached technological feasibility are expensed as incurred.

                                    F-10


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Software  development costs are amortized utilizing the straight-line
     method  over the estimated economic lives of the related products  not
     to  exceed two years.  Amortization of capitalized software costs  for
     April  30,  1997,  1996  and  1995 was $1,105,021, $138,979  and  $0,
     respectively,   which  included a write down of $646,408  in  1997  to
     reflect  an impairment of net realizable value. Capitalized  software
     development costs were $302,510 and $1,014,021 at April 30,  1997  and
     1996,  respectively,  net  of  accumulated amortization  of  $0   and
     $138,979, respectively. Total research and development  costs  charged  to
     general and administrative expenses were approximately $2,375,000, 
    $1,319,000  and $163,000 for the years ended April 30, 1997, 1996 and 1995.

     Trademark and Licenses

    Trademarks  and  licenses  are  stated  at  cost,  net of  accumulated
     amortization, which is provided using the straight-line method over  5
     to 10 years.


     Store Preopening Costs

      Store  preopening  costs are capitalized and amortized  over  twelve
      months.

     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  1997,  312,530 common shares were issued  upon conversion  of
     preferred shares.  Had this conversion of preferred stock occurred  on
     May  1,  1996,  net loss per common share would have been  $16.71  for
     1997.

     During  1996,  119,161 common shares were issued  upon conversion  of
     preferred shares and 15,000 common shares were issued to retire  debt.
     Had  this  conversion of preferred stock and the retirement  of   debt
     occurred  on  May 1, 1995, net loss per common share would  have  been
     $11.20 for 1996.

     Software Revenue Recognition
     Revenue  from sales of software is generally recognized upon  delivery
     of  the  software provided that no significant obligations remain  and
     collection of the resulting receivable is deemed probable.

     Advertising Costs
     Advertising  costs,  included in general and administrative  expenses,
     are  charged to operations when the advertising first takes place  and
     were  $989,248,  $1,648,071 and $129,436  for  1997, 1996  and  1995,
     respectively.

     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.



                                    F-11



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Reclassifications
     Certain  reclassifications have been made to the financial  statements
     to conform to the 1997 presentation.

     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.

2.   ACQUISITIONS
     On  March  31,  1997,  a wholly-owned subsidiary of the  Company  was
     formed.  The Company acquired 100% of the common stock of mrcdrom.com,
     inc., in exchange for $100,000 in cash, $511,428 of inventory, $30,464
     of  equipment  and  $26,000  of other assets. mrcdrom.com,  inc.  is
     engaged  in  selling software products through an Internet  web  page
     catalog.  In March 1997, the Board of Directors approved the filing of
     a  registration  statement under the Securities Act  of 1933,  for  a
     public offering of 3,000,000 shares of mrcdrom.com, inc. common stock.
     On  June  17, 1994, the Company acquired 100% of the common stock,  of
     Maxmedia  Distributing,  Inc.,  and  Maxmedia Publishing,  Inc.,   in
     exchange  for  $25,000  in  cash plus 5,125 shares  of the  Company's
     restricted  common  stock valued at $143,500.  The acquired  companies
     are  engaged  in  the distribution and publishing of CD- ROM  software.
     The   acquisition  was  accounted  for  by  the purchase  method   of
     accounting, and the purchase price exceeded the estimated  fair  value
     of  net  assets  acquired  by $201,421.  Amortization of  the  excess
     purchase  price  was amortized over a fifteen year period  until  the
     unamortized balance was written off in fiscal year 1996.
     On March 2, 1994, the Company entered into an agreement with Americomm
     Properties,  Inc. ("Americomm") to assign unencumbered, interests  in
     certain  licenses  to the wireless cable system in Manhattan,  Kansas.
     The  licenses  require Federal Communications Commission  approval  to
     provide  assignability and transferability.  Licenses and the related
     acquisition costs of $73,465 were written off in fiscal year 1996.

3.   ACCOUNTS RECEIVABLE AND CREDIT RISK

     The  Company's  trade receivables at April 30, 1997 are primarily  due
     from major computer software distributors.  The Company believes it is
     not exposed to significant credit risk.




                                    F-12
<PAGE>


4.   INVENTORIES
     Included in the accompanying April 30, 1997 balance sheet is inventory
     of computer software at a carrying value of $530,926, which represents
     management's  estimate  of  its net realizable  value. The  computer
     software  industry is characterized by rapid  technological advancement
     and  change.   Should  demand  prove to  be significantly  less  than
     anticipated,  the  ultimate realizable value  of  such products  will
     probably be less than the amount shown in the balance sheet.

     Major classes of inventories consist of the following at April 30,:


                                              1997              1996
 
     Software                            $1,025,670          $1,470,973

     Less:Allowance for slow moving
     and  obsolescence                      494,744             198,000
     NET                               $    530,926           $1,272,973


5.   MARKETABLE SECURITIES


     The  Company  adopted, effective for the year ended April  30,  1995,
     Statement  of  Financial Accounting Standards No. 115 "Accounting  for
     Certain  Investments  in  Debt  and Equity Securities".   Under  this
     statement,  investments in available-for-sale securities are  measured
     at fair value with net unrealized gains and losses reported in equity.
     Investments  that are bought are held principally for the  purpose  of
     selling  them in the near future are classified as trading securities.
     Trading securities are measured at fair value with net realized  gains
     and losses reported in the statement of operations. The fair value of
     marketable securities is determined based on quoted market prices  for
     those  securities.   The  net  unrealized holding  loss decreased  by
     $50,548  and  $1,005 during the years ended April 30,1997  and  1996,
     respectively.  The cost, unrealized gains and losses, and fair  values
     of  the Company's available-for-sale securities and trading securities
     at April 30, 1997 and 1996 are summarized as follows:


                Cost      Gross       Gross     Estimated
                        Unrealized  Unrealized    Fair
                          Gains       Losses      Value

1997

Available-
for-sale

Securities     $           $           $            $
Common stock     8,268           -           -      8,268


1996

Available-
for-sale

Securities     $           $           $               $
Common stock   996,325           -      50,548    945,777

 Trading
Securities
                53,820           -    1,341,508  1,287,688
Common stock  

                     $           $           $          $
              2,284,013      53,820      50,548  2,287,285
                     


F-13<PAGE>

5.   MARKETABLE SECURITIES - Continued

     Sales proceeds and gross related gains and losses on securities are as
     follows:




                   1997     1996    1995
     Cost basis         $       $       $
                 2,329,565   134,480       -
     Proceeds    1,745,755    93,447       -
     Realized           -       -          -
     gains
     Reali zed     583,810    41,033       -
     losses

     The  Company uses the specific identification method to determine  the
     cost of securities sold.

     Results of operations for 1997, 1996 and 1995 include a charge of $ -0
     $53,821, and $-0- for unrealized gains on trading securities.

     Stockholders' equity includes an unrealized loss of $0, $50,548,  and
     $51,553 at April 30, 1997, 1996 and 1995, respectively.

6.   NOTE RECEIVABLE - OFFICER

     During  fiscal  1997,  the  Company loaned  the President  and  Chief
     Executive Officer of the Company $1,800,000.  The loan is evidenced by a
     nonrecourse note, which bears interest at 6%, with all principal and
     accrued interest due November 14, 2006.  The note is collateralized by
     approximately 33,500 shares of common stock of the Company which had a
     market value of $1,800,000 on September 25, 1996 and is not subject to
     additional calls for security regardless of any changes in  the  value
     of  the stock.  At April 30, 1997, these shares had a market value  of
     approximately  $209,000.  The allowance of $889,000  is primarily  to
     provide  for  impairment  of  the  collateral  as  a result  of   the
     fluctuation in the value of the collateral.  The allowance,  which  is
     adjusted  on a annual basis, is computed from a formula which utilizes
     the  average price of the Company's common stock using a twelve  month
     period.

7.   INVESTMENT IN AFFILIATE

     The   Company  holds  a  15.2%  interest  in  Meteor Technology   PLC
     ("Meteor"),  a  public  telecommunications  company traded   on   the
     Alternative  Investment  Market of the  London  Stock Exchange.   The
     investment  is  accounted  for under the  equity method  because  the
     Company  exercises significant influence over Meteor's operating  and
     financial  activities.   Due  to  certain  factors, the  Company  has
     determined  that  the  carrying value of its investment  exceeds  the
     estimated recovery value.  Accordingly, a provision of $2,693,087  has
     been  charged  to  operations in 1997 reducing its carrying  value  of

     Meteor  to zero and suspended the equity method of accounting for  its
     investment in Meteor.

8.   ACCRUED EXPENSES

     The following is a summary of accrued expenses at April30,:

                                                 1997         1996

     Taxes                                  $ 2 6,811     $   56,550
     General and administrative                 2,452         35,244
     Fees                                      34,000         36,000
     Compensation                              41,503         32,864
     Lease obligations                         115,099            -
     Other                                       3,125        33,671

                                            $  222,990   $    194,329

                                    F-14

9.   NOTES PAYABLE - RELATED PARTY

     In  fiscal 1996, the remaining balance of the notes payable  to  Forme
     Capital, Inc. (Forme), a corporation majority-owned by the wife of the
     President of the Company was settled by payment of $236,000  cash  and
     issuance  of  15,000 shares of the Company's restricted common  stock
     valued  at $450,000.  The weighted average interest rate on the short
     term borrowings was 8% for fiscal 1996 and 1995.


10.  INCOME TAXES


     The  Company files a consolidated Federal tax return. The Company had
     no  current State or Federal income tax expense for each of the  years
     ended April 30, 1997, 1996 and 1995.


     Deferred  tax  assets  and  liabilities are determined based  on  the
     difference  between financial statement and tax basis of  assets  and
     liabilities as measured by the 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: 



                                                   1997              1996
      Allowance  for  doubtful  accounts     $       6,782        $ 1,880
        Inventories                                168,213         66,795
                  Other                              3,958          3,570
     Note receivable allowance                     302,260             -
     Investment  valuation  adjustment             915,650         (1,113)
     Capital loss carryforward                     117,817        117,817
     Net operating loss carryforward             6,862,390      3,846,783

                                                 8,377,070      4,035,732

 Less  valuation allowance                      (8,377,070)     (4,035,732)
   Deferred    tax    asset-net                $       -       $        -

     At April 30, 1997, the Company has approximately $20,184,000 of unused
     Federal  net operating loss carryforwards, which expire in  the  years
     2003 through 2012.

     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-15
<PAGE>

11.  STOCKHOLDERS' EQUITY

     Common Stock

     The  brother  of  the  President of the Company purchased  13,750  and
     20,833  shares of the Company's restricted common stock for  $470,312
     and  $497,375  in various transactions during fiscal 1996  and  1995,
     respectively.

     Unrelated  third  parties purchased 16,094 and 42,251 shares  of  the
     Company's  restricted  common stock for  $795,612  and $1,126,472  in
     various transactions during fiscal 1996 and 1995, respectively.

     During  fiscal 1996, a company affiliated with the President purchased
     13,750 shares of the Company's restricted common stock for $1,108,594.

      During  fiscal  1996, the President purchased 11,250 shares  of  the
Company's restricted common shares for $907,031.

     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, 1997:

                              Number of Shares


     Series of           Originally
      Preferred Stock     AuthorizedIssued    Outstanding
Value

          A         2,000     2,000              -       -
          B        75,000    75,000              -       -
          C        50,000    50,000              -       -
          D        66,134    66,134              -       -
          E       108,056   108,056
108,056   1,081
          F        15,000    15,000              -       -
          BB     1,000,0001,000,000              -       -
          G     5,333,333 5,333,333              -
-
          H    17,000,00013,433,333              -       -
          I    10,000,000 3,590,000      2,330,000  23,300

     TOTAL     33,649,52323,672,856      2,438,056$ 24,381
     During  fiscal  1997, 112,000 shares of Series BB  were
converted  to
     1,922 shares of the Company's restricted common stock.
     During  fiscal  1997, 9,908,333 shares of Series H were
converted  to
     165,920 shares of the Company's restricted common
stock.
     During  fiscal  1997, 1,260,000 shares of Series I were
converted  to
     144,688 shares of the Company's restricted common
stock.
     During fiscal 1997, 15,000 shares of Series F were
retired.
                                    F-16





11.  STOCKHOLDERS' EQUITY - Continued

     During fiscal 1996, the Series G shares outstanding were converted  to
     56,844 shares of the Company's restricted common stock.

     During  fiscal  1996, 888,000 shares of Series BB  were converted  to
     8,608  shares of the Company's restricted common stock.

     During fiscal 1996, 3,525,000 shares of Series H were converted to
     53,709 shares  of the Company's restricted common stock.

     During  fiscal 1996, the outstanding shares of Series D, owned by  the
     wife of the President, were redeemed for $66,134.

      During  fiscal 1995, the outstanding Series C were converted  to  250
shares of the Company's restricted common stock.

     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  $19,200
     were  declared and paid each of the years ended April 30,  1997,  1996
     and 1995.
 
     Series  BB  preferred shares ("Series BB") are entitled to  receive  a
     dividend  of 12% payable quarterly.  The Series BB are convertible  to
     common  shares at thirty percent off the closing price of  the  common
     shares.   Dividends in the amount of $70,040 were paid in 1996.
     
     Series  G  preferred  shares ("Series G") are entitled to  receive  a
     dividend  of  9%  payable quarterly.  The Series G 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.  Dividends in the amount of $139,151  were
     paid in 1996.
     
     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.   Dividends in the amount of $76,034 and $225,055 were paid in
     1997 and 1996, respectively.    

     Series  I  preferred  shares ("Series I") are entitled to  receive  a
     cumulative  dividend of 7%, payable in common shares of the  Company.
     The  Series  I 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 non-voting.

12.  STOCK OPTIONS

     Camelot Corporation
     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.


                                   F-17

12.  STOCK OPTIONS - Continued

     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 86,250 and 87,500  at
April 30, 1997 and 1996, respectively.     
 
 The following schedule summarizes the changes in the
Plans:
                               1997       1996    1995
Options outstanding  at     94,600     95,825     94,375
beginning at year
   Granted                 185,538      7,194      6,325
   Exercised                  -     (  4,637)        -
   Canceled               ( 4,750)  (  3,782)     (4,875)
Options outstanding  at   275,388      94,600     95,825
end of year


Options exercisable  at    275,388     94,600     95,825
end of year

Average    price     of
options:
   Granted during year    $ 49.348    $98.324    $48.928
     Exercised   during       -        62.208        -
          year
   Canceled during year     52.160     80.140     47.692
    Outstanding at  end     12.160     31.828     29.932
        of year

                                   F-18

12.  STOCK OPTIONS - Continued

     mrcdrom.com, inc.

     mrcdrom.com,  inc.   has  approved two  stock  option plans,  a  1997
     Incentive  Stock Option Plan (the "Incentive Stock Option  Plan")  and
     the  1997  Directors' Stock Option Plan (the "Director's Stock  Option
     Plan")  in  March 1997, reserving 500,000 shares of common  stock  for
     issuance  upon the exercise of options granted under the  Plans.   The
     Incentive  Stock  Option  Plan  is  available  to  all employees   of
     mrcdrom.com,  inc. (including officers and employee directors).   The
     Director's   Stock  Option  Plan  is  available  for all  nonemployee
     directors of mrcdrom.com, inc.  The option exercise price is equal  to
     the  fair  market value of a share of common stock on the  grant  date
     unless the optionee is granted more than 10% of the maximum number  of
     shares  available  for  issuance under the Plans  in which  case  the
     exercise price is equal to 110% of the fair market value of a share of
     common stock on the date of grant.  The term of the options under  the
     Plans may not exceed 10 years.

     The following schedule summarized the changes in the
Plans:

     Incentive Stock Option Plan


                                          1997    1996            1995

Options    outstanding    at
beginning of year
     Granted                       408,800         -              -

     Exercised                         -           -              -
     Canceled
                                       -           -              -
Options outstanding  at  end
of year                            408,800           -            -


Options exercisable  at  end
of year                            408,800           -             -


Average price of options
     Granted during year          $           $                   $
                                      4.00             -               -
     Exercised during year             -               -               -
     Canceled during year              -                -              -
      Outstanding at end  of        4.00                -              -
      year


     Director's Stock Option Plan


                                 1997            1996       1995
Options    outstanding    at
beginning of year
     Granted                  15,000          -                 -

     Exercised                    -           -                 -
     Canceled                     -           -                 -
Options outstanding  at  end 
of year                       15,000          -                 -


Options exercisable  at  end
of year                       15,000          -                 -


Average price of options
     Granted during year         $            $                 $
                                  4.00              -               -
     Exercised during year             -           -                -
     Canceled during year              -           -                -
      Outstanding at end  of        4.00           -                -
       year



                                   F-19



12.  STOCK OPTIONS - Continued

     The  Company  granted  stock  options to purchase 423,800  shares  of
     mrcdrom.com  common  stock to officers and directors of  mrcdrom.com,
     inc.


     The  Company  recognized and measures compensation costs  related  to
     stock  option  plans  utilizing  the  intrinsic  value based  method.

     Accordingly, no compensation cost has been recorded. Had compensation
     expense been determined on the fair value of awards granted, net  loss
     and loss per share would have been as follows:

                              1997

                           As Reported         Pro forma

     Net loss            $ (12,996,369)      $ (13,441,659)

     Loss per share      $     (20.45)        $ (21.15)


                              1996

                            As Reported         Pro forma

     Net loss            $ ( 4,565,713)      $ ( 4,928,278)

     Loss per share      $     (12.54)        $    (14.32)




     The  fair  value  of each option is estimated using the Black-Scholes
     option-pricing model with the following assumptions used for grants in
     1997  and 1996: risk free interest rate 4.5%; expected life 10  years;
     expected volatility 30%; dividend yield 0%.  The fair values generated
     by  the  Black-Scholes  model  may not be  indicative of  the  future
     benefit, if any, that may be received by the option holder.

13.  MINORITY INTEREST

     During  the  year ended April 30, 1995, a subsidiary of  the  Company
     authorized  15,000,000  shares  of $.01  par  value preferred  stock.
     Proceeds  from the sale of issued shares, net of expenses of  $39,456,
     was $264,044.  During fiscal 1996, the Company purchased 60,700 shares
     of   the  10%  Convertible  Preferred  Shares,  Series A.   The   10%
     Convertible Preferred Shares, Series A, have one vote per  share,  and
     no  preemptive rights.  The dividend is cumulative and must  be  paid
     before  any  dividends  can be paid to the common shareholders.   The
     Preferred  shares have a preference upon liquidation over  the  Common
     shares.   The  Preferred  shares are convertible  at  a rate  of  one
     Preferred share for each Common share.  The Company has the  right  to
     redeem the Preferred shares within twelve months of issuance at  $6.00
     per share and the second twelve months for $6.60 per share.  Dividends
     in the amount of $121,968 were paid in 1996.  All shares were redeemed
     in fiscal year 1996.

14.  RELATED PARTY TRANSACTIONS

     During  fiscal  1997, the Company made a loan to  an officer  in  the
     amount of $14,000 bearing interest at 6% which has been repaid  as  of
     April 30, 1997.

                                    F-20

14.  RELATED PARTY TRANSACTIONS - Continued

     During  fiscal  1997,  the Company concluded agreements  with  Meteor
     Technology   plc   ("Meteor"),  appointing  them  as the   exclusive
     international   distributor  for  DigiPhone  and DigiPhone   Deluxe,
     excluding the United States of America, Canada, the United Kingdom and
     Ireland. The consideration for the DigiPhone rights was 6,000,000 pounds,
     (approximately $9,312,000) and an additional 1,000,000 poundsin loan  stock
     was  subscribed to, (approximately $1,685,000).  During fiscal  1997,
     the Company acquired the U.S.A. and Canadian rights to PCAMS software,
     which  is  a  payphone  contract and management system software  from
     Meteor.   The  consideration for the PCAMS  software rights  was  the
     cancellation of 2,000,000 pounds of loan stock (approximately  $3,370,000)
     and  the issuance of 80,960 shares of the Company's restricted  common
     shares.   The remaining loan stock was converted into ordinary  shares
     of  Meteor,  with  the Company owning approximately 15.2%  of  Meteor.
     Because of the significant influence the Company has over Meteor,  the
     Company  has accounted for these transactions as an equity  investment
     in  Meteor.   See  footnote 7 discussing the Company's investment  in
     Meteor.

     In  fiscal  year  1996, the Company made a loan to DigiPhone  Europe,
     Ltd.,  a  subsidiary  of Meteor for $30,000.  The Chairman  and  Chief
     Executive  Officer of Camelot is a majority stockholder of  Meteor  at
     April  30,  1997.  Sales of software products to Meteor were  $141,905
     during fiscal 1997.

     The  Company received management fees of $72,000, $24,000 and  $0  for
     the  years  1997,  1996  and  1995, respectively,  from a  securities
     transfer agent company affiliated with the President of the Company.

     During  fiscal  1996,  an  officer  of  the  Company was  given   the
     opportunity to execute a 6% interest bearing note in principal  amount
     of  $75,156 to exercise stock options.  The note receivable, which  is
     collaterized  by  the pledge of 1,500 shares of common stock  of  the
     Company is due on January 18, 1998.

     The  Company  received loans from Forme Capital totaling  $406,000  in
     fiscal  year  1995.  Payments of $236,000 and $190,000 were  made  in
     fiscal  years  1996  and  1995,  respectively.   Forme converted  the
     outstanding balance of $450,000 to common stock during fiscal 1996.

     During  fiscal  1995, the Company issued 375 common shares  valued  at
     $22,500  to  a  company affiliated with the President of  one  of  the
     Company's subsidiaries for a customer mailing list.

     The  Company owns 21,495 shares of Forme Capital's Series A, 10% Non
     cumulative  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 $46,657  from  Forme
     Capital each of the fiscal years 1997, 1996 and 1995.

     During  fiscal  years  1996 and 1995, a company affiliated  with  the
     President  of  the  Company provided the Company with management  and
     other  services valued at $44,000 and  $286,000, respectively.  During
     fiscal  year  1996, the President and the Corporate Secretary  became
     employees  of the Company.  Prior to this they were employees  of  the
     affiliate and received no compensation from the Company.

15.  COMMITMENTS AND CONTINGENCIES

     Leases

     The  Company  rents  office space for its corporate headquarters  from
     Forme  under  a  September 1993 agreement expiring in September  1998.
     Rent  expense incurred with Forme for fiscal 1997, 1996 and  1995  was
     approximately  $80,000  each year.  The lease included the  following
     terms and conditions:

                                    F-21
15.       COMMITMENTS AND CONTINGENCIES - Continued
          1.    Forme  has  an  option to buy the Company's furniture  and
          equipment  located  on the premises at the Company's  book  value
          during the term of the lease.
          2.    The  Company granted a ten year option to Forme to purchase
          50,000 shares of restricted common stock at an exercise price  of
          $25.00 which includes piggy back rights.
          3.   Rental payments automatically increase to 150% of prevailing
           market rates at the time the President ceases to be a director of
          the Company.

     In  addition,  the Company rents office and  warehouse space  in  the
     Dallas, Texas area for its subsidiaries.

     Total  rent  expense,  all of which were minimum rentals,  for  fiscal
     1997, 1996 and 1995 was approximately $587,478, $268,615 and $106,700,
     respectively.

     In  addition  to  minimum  lease payments, a  retail lease  agreement
     provides  for contingent rentals if certain sales levels are  reached.  
     The  future  minimum lease payments under operating leases for  office
     and warehouse space that have remaining non-cancelable lease terms  in
     excess of one year at April 30, 1997, are as follows:
             Year EndingRelated Party      Other
Total
          April 30,

          1998      $   80,000      $ 148,050     $  228,050
          1999          26,667        141,243        167,910
          2000               -        139,763        139,763
          2001               -         95,000         95,000
          2002               -              -              -
          Thereafter         -               -             -
                     $ 106,667      $ 524,056     $  630,723

     The  Company has negotiated or is in the process of negotiating  early
     termination  of its retail lease obligations.  An accrual of  $115,099
     for  the settlement of the leases, is included in accrued expenses  at
     April  30, 1997.  If the negotiations are not successful, the ultimate
     loss will probably be greater than the accrued amount.

     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.

     Liquidity and Capital Resources

     The  consolidated statement of operations presented in the  financial
     statements  reflects net losses for the years ended April  30,  1997,
     1996  and  1995.  However, the Company has been able to improve  it's
     financial position through stock offerings and has been able to  raise
     $3,410,500 in 1997 and $22,330,214 in 1996 through private placements.
     As  indicated  at Note 17, the Company has discontinued all  but  one
     segment to concentrate its efforts toward the retailing, distribution,
     and publishing of CD-ROM software.




                                    F-22





15.  COMMITMENTS AND CONTINGENCIES - Continued

     Management believes that the Company's future success will be achieved
     through  sales of CD-ROM software and license fees. The Company  owns
     DigiPhone,  a  software product which permits the  full duplexing  of
     voice over the Internet.

     While  management believes the Company is well positioned  for  future
     profitability, there can be no assurance of future success.

     Management  is aware of the need for additional cash resources  to  be
     obtained   for  the  continuance  of  research  and development   and
     anticipates  that  such financial resources will primarily  come  from
     private placement of Camelot's common and preferred stock.  Management
     believes  that license fees received from Third Plant's products  will
     generate  revenues  and  cash flow towards  the  end of  the  current
     financial period.  Management believes that cash provided by financing
     activities and licensing fees as well as revenue from sale of software
     over  the  Internet together with the present level of cash  resources
     available will be sufficient for its need over the next twelve months.
     Management  also  believes that should the Company require  additional
     cash  resources  it can incur borrowing as Camelot  has no  long-term
     debt.


16.  SALE OF SUBSIDIARIES


     On  July  6,  1994, the Company sold its 69% controlling  interest  in
     Beecher Energy, Ltd., for $184,543 resulting in a loss of $82,644.


17.  DISCONTINUED OPERATIONS


     On  January  31, 1995, the Company's video marketing and  distribution
     subsidiary Camelot Entertainment filed Chapter 7 bankruptcy  with  the
     U.S. Bankruptcy Court.  Revenues for this segment for fiscal 1995 were
     $694,666.  Loss from operations and disposals for fiscal 1996 and 1995
     were $250,925 and $406,057, respectively.


     Oil  and gas revenues for fiscal 1995 were $16,964. Loss from oil and
     gas operations for fiscal 1995 were $3,009.


     The  results  of  operations  of  the  above subsidiaries  have  been
     presented  in  the  financial statements as discontinued  operations.
     Current  assets of the discontinued operations consisted primarily  of
     cash and accounts receivable.  Current liabilities of the discontinued
     operations  primarily consist of subsidiary trade payables  guaranteed
     by Camelot Corporation.


18.  INDUSTRY SEGMENT


     The Company and its subsidiaries are operating in one industry segment
     and   are  vertically  integrated  in  retailing, distribution,   and
     publishing of CD-ROM software.


19.  SUBSEQUENT EVENTS


     In  July 1997, the Board of Directors approved a one for forty reverse
     stock split of common stock and outstanding preferred shares, Series J
     to  stockholders  of  record  on  July  15,  1997.

The  consolidated financial statements, including all references to the
number of shares of  common stock and all per-share information, have
been adjusted  to reflect the split on a retroactive basis.
    
On   May  29,  1997,  the  Company  advanced 500,000
pounds (approximately $828,250)  to Meteor Technology plc ("Meteor") for 10%
unsecured  loan  stock.
     
In  May  1997,  the Board of Directors authorized the creation  of  a
     series of preferred stock, Series J with 60,000,000 shares authorized.
     Series  J  has a par value of $.01 per share, does not pay  dividends,
     are   entitled  to  vote  on  matters  submitted  to  a vote  of  the
     stockholders  of the Company, and rank junior to all other  series  of
     preferred stock.
                                    F-23
19.  SUBSEQUENT EVENTS - Continued
     During  May  of 1997, Camelot Corporation completed a preferred  stock
     transaction  with Adina, Inc. an affiliated company. As a  result  of
     this  transaction, Camelot is now a majority owner of Meteor  through
     Camelot's  ownership of Alexander Mark Investments (USA),  Inc.   The
     specific transfers that occurred are as follows:
     On  May  9,  1997,  Alexander Mark Investments  (USA), Inc.  acquired
     40,727,988 ordinary shares (57% of the outstanding shares)  in  Meteor
     from  Daniel  Wettreich  in exchange for 6,787,998 restricted  common
     shares in Alexander Mark Investments (USA), Inc.  
    On  May 15, 1997, Adina, Inc. accepted the subscription for 42,450,000
     restricted  common  shares  of  Adina, Inc.  by  Daniel Wettreich  in
     exchange  for  6,029,921 restricted common shares  of Alexander  Mark
     Investments  (USA),  Inc.("AMI").  AMI owns  57%  of the  outstanding
     shares  of  Meteor.   Meteor  has two active subsidiaries,  DigiPhone
     International, Ltd. and Meteor Payphones, Ltd.

     On May 20, 1997 Adina, Inc. the majority shareholder of Alexander Mark
     Investments  (USA), Inc. transferred 6,029,921 (80% of the outstanding
     shares) to Camelot Corporation as payment for subscription.

     On  May 20, 1997 Adina, Inc. subscribed 1,345,295 restricted Preferred
     Shares, Series J Camelot Corporation, ("Camelot") with payment by  the
     transfer  of  6,029,921  restricted common shares  of Alexander  Mark
     Investments  (USA), Inc. to Camelot. 892,215 of the Preferred  Shares
     were  issued  upon execution of the agreement and 453,080  are  to  be
     issued as new common shares of Camelot are issued in such a manner  so
     that  the additional Preferred Shares are issued at the same time  and
     in the same quantity as any newly issued common shares. 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.

20.  SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED)

     All  of  the  Company's  oil and gas properties  are located  in  the
     continental  United States.  The following tables reflect  information
     relating to the Company's oil and gas producing activities.

     Results of Operations for Producing Activities

                           1997         1996          1995
     Sales of oil  and    $   -         $     -      $16,964
     gas
     Production costs          -               -     (10,967)
     Provision     for         -               -        -
     depletion
     depreciation              -               -      (3,250)
                          $   -         $     -      $ 2,747

     No   costs  were  incurred  in  oil  and  gas  property acquisitions,
     exploration, development activities and exploration in the three  year
     period ended April 30, 1997.

     Capitalized  costs relating to oil and gas producing activities  were
     zero for the three year period ended April 30, 1997. Oil and gas reserves
     were zero for three year period ended April 30, 1997. Proved  developed 
    reserves were zero for the three year period  ended April 30, 1997. 


                                    F-24


20.  SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED) -Continued

     Standards measure of discounted future net cash flows

     The  standardized measure of discounted future net cash flows at April
     30, 1997, 1996 and 1995 relating to provided oil and gas reserves were
     zero.

     Future  net cash flows were computed using year-end prices and  costs,
     and  year-end statutory tax rates (adjusted for permanent differences)
     that relate to existing proved oil and gas reserves at year-end.   The
     following  are  the  principle sources of change in the  standardized
     measure  of discounted future net cash flows for each of the years  in
     the three-year period ended April 30, 1997.


                                  1997             1996         1 995

     Beginning of year           $     -     $     -        $  422,000
     Changes resulting from
     sales   of oil and gas
     produced,
     net of production costs           -           -         (17,000)
     Net  changes in prices and
     production costs                  -           -     
     Revisions  of previous
     quantity estimates                -           -             -
     Accretion of discount             -           -             -
     Net changes in income
     taxes                             -           -            -     
     Disposition  of  oil   and
     gas segment                       -           -        (405,000)
    End of year                      $  -       $  -           $  -





21.  FOURTH QUARTER ADJUSTMENTS (UNAUDITED)

     During  the  first  three quarters of 1997, the Company reported  its
     investment in Meteor Technology plc ("Meteor") at fair value (SFAS No.
     115), therefore revenue for the license agreements with Meteor and the
     loss  on  the  market  value  of Meteor stock  was reflected  in  the
     statement  of  operations.  During the fourth  quarter of  1997,  the
     Company reviewed its accounting treatment of its investment in Meteor.
     In  accordance  with  Accounting Principles  Bulletin Number  18  the
     investment in Meteor is properly accounted for using the equity method
     of  accounting.   The  aggregate effect  of  this adjustment  was  an
     approximate $1,263,000 loss recorded on its investment in Meteor.
     The  Company  also  reviewed its inventory  and receivable  valuation
     allowances  which  resulted in a decrease in assets  of approximately
     $496,000 for inventory and $889,000 for receivables.




                                    F-25
<PAGE>
       SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                              
          Years Ended April 30, 1997, 1996 and 1995
                              
                              
                              
     Description
     
     Allowance deducted
     from assets to which
     it applies:
<TABLE>

                          Additions
     <S>         <C>       <C>     <C>      <C>      <C>
      Accounts   Balance   Charged Charged            Balance
     Receivable     at       to       to                at
          s      Beginni    Costs   Other   Deducti   End of
     Year Ended   ng of      and   Account    ons     Period
                  Period   Expense    s
                              s
      April 30,         $        $        -        $         $
        1997       11,415    8,532                 -    19,947
                                                              
      April 30,    36,419   10,887        -  35,891(    11,415
        1996                                      a)
                                                              
      April 30,   365,448   41,500        -  370,529     36,419
        1995                                     (a)
                                                              
        Notes                                                 
     Receivable
     Year Ended
                                                              
      April 30,         $        $        $        $         $
        1997            -  889,000        -        -   889,000
                                                              
      April 30,         -        -        -        -          
        1996                                                 -
                                                              
        April      75,000  7,972  2       -  82,972(         -
       30,1995                                    a)
                                                              
     Inventorie                                               
          s
     Year Ended
                                                              
      April 30,         $        $        $        $         $
        1997      198,000  495,942        -  199,198   494,744
                                                              
        April              198,000        -        -   198,000
       30,1996          -
                                                              
        April                    -                           -
       30,1995          -                 -        -

</TABLE>