CAMELOT CORP
10-Q, 2000-09-14
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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 10-Q

                        QUARTERLY REPORT UNDER SECTION 15 (d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

       For Quarter ended July 31, 2000         Commission File No. 0-8299


                           CAMELOT   CORPORATION
               (Exact Name of Registrant as Specified in its Charter)


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


            PMB 249 6757 Arapaho, Suite 711, Dallas, Texas    75248
                 (Address of principal executive office)      (Zip Code)



       (Former Address of principal executive office)         (Zip Code)

       Registrant's telephone number, including area code:(972) 458-1767

            Indicate by check mark whether the  Registrant (1) has filed
            all reports required  to be filed by Section 13  or 15(d) of
            the Securities Exchange Act of 1934  during the preceding 12
            months (or for  such shorter period that  the Registrant was
            required to file such reports), and  (2) has been subject to
            such filing requirements for the past 90 days.

                           Yes      X          No

       Indicate  the number  of shares  outstanding of  each of  the issuer's
       classes of common stock, as of the close of the period covered by this
       report.

                                                    Shares outstanding at
                 Class                                  July 31, 2000

       Common stock, $0.01 par value                  6,236,107
       <PAGE>



                        CAMELOT CORPORATION AND SUBSIDIARIES

                                      I N D E X


                                                               Page No.

       Part I    FINANCIAL INFORMATION (UNAUDITED):

                 Item 1.   Consolidated Balance
                           Sheets                                  3

                           Consolidated Statements of
                           Operations                              5

                           Consolidated Statements of
                           Cash Flows                              6

                           Notes to Consolidated
                           Financial Statements                    7

                 Items 2.  Management's Discussion
                           and Analysis of Financial
                           Condition and Results of
                           Operations                              7

       Part II   OTHER INFORMATION                                 9
       <PAGE>


























                        CAMELOT CORPORATION AND SUBSIDIARIES

                           PART I:  FINANCIAL INFORMATION

       ITEM 1.   Financial Statements

                             CONSOLIDATED BALANCE SHEETS

                                       ASSETS

       <TABLE>
       <S>                                       <C>                 <C>
                                                July 31, 2000  April 30, 2000
                                                   (Unaudited)    (Audited)

       CURRENT ASSETS
          Cash and cash equivalents               $    2,157     $    3,755

               Total current assets               $    2,157     $    3,755

                                                  $    2,157     $    3,755


                        LIABILITIES AND STOCKHOLDERS' EQUITY

                                                July 31, 2000  April 30, 2000
                                                   (Unaudited)       (Audited)

       CURRENT LIABILITIES
          Accounts payable                        $   36,251     $   37,849

            Total current liabilities                 36,251         37,849

       STOCKHOLDERS' EQUITY
          Common stock, $.01 par value, 50,000,000
            shares authorized, 6,236,107
            shares issued at July 31, 2000
            and April 30, 2000                        62,937         62,937
          Preferred stock, $.01 par value,
            100,000,000 shares authorized,
            1,345,305 shares issued and outstanding at
            July 31, 2000 and April 30, 2000          13,453         13,453
          Additional paid-in capital              35,597,921     35,597,921
          Accumulated deficit                    (32,871,708)   (32,871,708)
          Less: treasury stock, at cost,
                29,245 shares at July 31, 2000
                and April 30, 2000                (2,836,697)    (2,836,697)

               Total stockholders' equity            (34,094)       (34,094)

                                                  $    2,157     $    3,755

       </TABLE>

       See accompanying notes to these consolidated financial statements.
       <PAGE>


                        CAMELOT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)

       <TABLE>
       <S>                                             <C>         <C>
                                                     Three Months Ended
                                                          July 31,
                                                     2000          1999

       REVENUE                                     $        -  $        -

       COST OF SALES                                        -           -

          GROSS PROFIT (LOSS)                               -           -

       OPERATING EXPENSES:
          General and administrative                        -       1,319
          Depreciation and amortization                     -           -
          Provision for Inventory E & O                     -           -
                                                            -       1,319

       LOSS FROM OPERATIONS                                 -      (1,319)

       OTHER INCOME (EXPENSES):
          Interest expense                                  -           -
          Interest income                                   -           -
          Dividend income - affiliate                       -           -
          Gain (Loss) on disposition of assets              -           -
            Total other income (expense)                    -           -

       INCOME (LOSS) FROM CONTINUING
          OPERATIONS                                        -      (1,319)

       DISCONTINUED OPERATIONS:
          Loss on disposal                                  -           -

       NET INCOME (LOSS)                                    -      (1,319)

       DIVIDENDS ON PREFERRED STOCK                         -           -

       NET INCOME (LOSS) ATTRIBUTABLE TO
          COMMON STOCKHOLDERS                      $        -  $   (1,319)

       INCOME (LOSS) PER SHARE:
          Income (loss) from continuing operations $        *  $      *
       Loss from discontinued operations                    *         *
          Dividends on preferred stock                      *         *

       NET INCOME (LOSS) PER COMMON SHARE          $        *  $      *

       WEIGHTED AVERAGE OF COMMON
          STOCK OUTSTANDING                         6,236,107   6,293,740
       </TABLE>

       See accompanying notes to these consolidated financial statements.
       <PAGE>


                        CAMELOT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)

       <TABLE>
       <S>                                                <C>       <C>
                                                     Three Months Ended
                                                          July 31,
                                                     2000           1999
       CASH FLOWS FROM OPERATING ACTIVITIES:
          Net income (loss)                       $        -     $   (1,319)

       ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
          NET CASH FROM OPERATING ACTIVITIES:
          (Gain) loss on disposal of assets                -              -
          Provision for inventory obsolescence             -              -
          Change in assets and liabilities
               Accounts and accrued  receivables           -              -
               Cancellation of note receivable plus
               accrued interest for surrender of
               treasury stock                              -              -
               Accounts payable and accrued expenses  (1,598)           601

          Net cash used by operating activities       (1,598)          (718)

       CASH FLOW FROM INVESTING ACTIVITIES:
            Net cash used by investing activities          -              -

       CASH FLOW FROM FINANCING ACTIVITIES:
          Dividends on preferred stock                     -              -
          Purchase of Treasury Stock                       -              -
          Cash provided by financing activities            -              -

       NET INCREASE (DECREASE) IN CASH                (1,598)         (718)

       CASH AT BEGINNING OF PERIOD                     3,755           666
       CASH AT END OF PERIOD                      $    2,157     $     (52)

       </TABLE>
       See accompanying notes to these consolidated financial statements.

       <PAGE>





                        CAMELOT CORPORATION AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                     (UNAUDITED)


       ITEM 1.   Financial Statements and Principles of Consolidation

       The accompanying condensed consolidated financial statements have been
       prepared in accordance  with the instruction to Form 10-Q,  and do not
       include all  of the  information and  footnotes required  by generally
       accepted accounting principles for complete financial statements.

       In the  opinion of management,  all adjustments (consisting  of normal
       recurring adjustments)  considered necessary  for a  fair presentation
       have been included.    These statements should be  read in conjunction
       with the  audited financial statements  and notes thereto  included in
       the Registrant's annual Form 10-K filing  for the year ended April 30,
       2000.


       ITEM 2.   Management  Discussion and  Analysis of  Financial Condition
       and Results of Operations

       The  Company's revenue  for the  quarter ended  July 31,  2000 was  $0
       compared with $0 in the comparable quarter  of 1999.  Net loss for the
       three month period  was $0 compared with a loss  for the previous year
       of $0. The Company is now inactive.

       Liquidity and Capital Resources

       Net  cash used  by  operating activities  for  the  period was  $1,598
       compared with $718 in 1999.  Net cash used by financing activities was
       $0 compared with   $0 provided in 1999.  Cash  of $2,157 compares with
       $666 at April 30, 1999.

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


                             PART II - OTHER INFORMATION

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

               NONE

       Item 5. Exhibits and Reports on Form 8-K.

               (a)Exhibits:
                  3(1) Articles of Incorporation:   Incorporated by reference
                                                    to Registration Statement
                                                    filed on Form 10, June
                                                    23, 1976.

                  3(2) Bylaws:  Incorporated by reference as
                                immediately above.

                  (10) 1991 Incentive Stock Option Plan: Incorporated by
                                                         reference to
                                                         proxy statement for
                                                         1991.

               (b) Reports on Form 8-K:  NONE


                                     SIGNATURES

            Pursuant to  the requirements of  the Securities Exchange  Act of
       1934, the Registrant  has duly caused this report to  be signed on its
       behalf by the undersigned thereto duly authorized.

                                               CAMELOT CORPORATION
                                                     (Registrant)



                                               By: /s/ Daniel Wettreich
                                                   DANIEL WETTREICH,
                                                   President
                                                   Treasurer and Principal
                                                   Financial Officer

       Date:     September 14, 2000














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