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 January 31, 2001      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 Road, Ste. 711, Dallas, Texas  75248
                 (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                                January 31, 2001

       Common stock, $0.01 par value                  6,293,740
       

                        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                    8

                 Items 2.  Management's Discussion
                           and Analysis of Financial
                           Condition and Results of
                           Operations                              9

       Part II   OTHER INFORMATION                                11
       

                        CAMELOT CORPORATION AND SUBSIDIARIES

                           PART I:  FINANCIAL INFORMATION

       ITEM 1.   Financial Statements

                             CONSOLIDATED BALANCE SHEETS

                                       ASSETS

       
                                                               
                                              January 31, 2001 April 30, 2000
                                                   (Unaudited)    (Audited)

       CURRENT ASSETS
        Cash and cash equivalents                  $     1,935   $     3,755

            Total current assets                   $     1,935         3,755


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

       CURRENT LIABILITIES
          Accounts payable                        $   34,316     $   37,849

            Total current liabilities             $   34,316     $   37,849

       STOCKHOLDERS' EQUITY
          Common stock, $.01 par value, 50,000,000
            shares authorized, 6,293,740
            shares issued at January 31, 2001
            and April 30, 2000, respectively          62,937         62,937
          Preferred stock, $.01 par value,
            100,000,000 shares authorized,
            1,345,305 shares issued and outstanding at
            January 31, 2001 and April 30, 2000
               respectively                           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 January 31, 2001
                and April 30, 2000                (2,836,697)     (2,836,697)

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

                                                  $    1,935     $    3,755
       

       See accompanying notes to these consolidated financial statements.
       

                        CAMELOT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)

       
                                                             
                                                     Three Months Ended
                                                         January 31,
                                                     2001          2000

       REVENUE                                     $        -  $        -

       COST OF SALES                                        -           -

          GROSS PROFIT (LOSS)                               -           -

       OPERATING EXPENSES:
          General and administrative                        -      10,188

                                                            -      10,188

       LOSS FROM OPERATIONS                                 -     (10,188)

       OTHER INCOME (EXPENSES):
          Interest income                                   -         800
          Gain (Loss) on disposition of assets              -    (499,452)
            Total other income (expense)                    -    (498,652)

       INCOME (LOSS) FROM CONTINUING
          OPERATIONS                                        -    (508,840)

       DISCONTINUED OPERATIONS:
          Loss on disposal                                  -           -

       NET INCOME (LOSS)                                    -    (508,840)

       DIVIDENDS ON PREFERRED STOCK                         -           -

       NET INCOME (LOSS) ATTRIBUTABLE TO
          COMMON STOCKHOLDERS                      $        -  $ (508,840)

       INCOME (LOSS) PER SHARE:
          Income (loss) from continuing operations $        *  $    (.079)
          Loss from discontinued operations                 *       (.000)
          Dividends on preferred stock                      *       (.000)

       NET INCOME (LOSS) PER COMMON SHARE          $        *  $    (.079)

       WEIGHTED AVERAGE OF COMMON
          STOCK OUTSTANDING                         6,293,740   6,293,740
       

       See accompanying notes to these consolidated financial statements.
       

                        CAMELOT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)

       
                                                             
                                                      Nine Months Ended
                                                         January 31,
                                                     2001          2000

       REVENUE                                     $        -  $        -

       COST OF SALES                                        -           -

          GROSS PROFIT (LOSS)                               -           -

       OPERATING EXPENSES:
          General and administrative                        -      14,624
                                                            -      14,624

       LOSS FROM OPERATIONS                                 -     (14,624)

       OTHER INCOME (EXPENSES):
          Interest income                                   -       3,282
          Gain (Loss) on disposition of assets              -    (499,452)
            Total other income (expense)                    -    (496,170)

       INCOME (LOSS) FROM CONTINUING
          OPERATIONS                                        -    (510,794)

       DISCONTINUED OPERATIONS:
          Loss on disposal                                  -           -

       NET INCOME (LOSS)                                    -    (510,794)

       DIVIDENDS ON PREFERRED STOCK                         -           -

       NET INCOME (LOSS) ATTRIBUTABLE TO
          COMMON STOCKHOLDERS                      $        -  $ (510,794)

       INCOME (LOSS) PER SHARE:
          Income (loss) from continuing operations $        *  $      (.081)
          Loss from discontinued operations                 *         (.000)
          Dividends on preferred stock                      *         (.000)

       NET INCOME (LOSS) PER COMMON SHARE          $        *  $      (.081)

       WEIGHTED AVERAGE OF COMMON
          STOCK OUTSTANDING                         6,293,740   6,293,740
       

       See accompanying notes to these consolidated financial statements.
       

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

       
                                                              
                                                      Nine Months Ended
                                                         January 31,
                                                     2001           2000
       CASH FLOWS FROM OPERATING ACTIVITIES:
          Net income (loss)                       $        -     $ (510,794)

       ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
          NET CASH FROM OPERATING ACTIVITIES:
          Depreciation and amortization                    -             -
          (Gain) loss on disposal of assets                -       499,452
          Write-down of License Agreement                  -             -
          Provision for inventory obsolescence             -             -
          Non Cash transaction for securities              -             -
          Change in assets and liabilities
               Accounts and accrued  receivables           -         10,000
               Prepaid expenses                            -              -
               Inventories                                 -              -
               Cancellation of note receivable plus
               accrued interest for surrender of
               treasury stock                              -              -
               Accounts payable and accrued expenses  (1,820)         4,864

          Net cash used by operating activities       (1,820)         3,522

       CASH FLOW FROM INVESTING ACTIVITIES:
          Proceeds from sale of property and
           equipment                                       -             -
               Net cash used by investing activities       -             -

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

       NET INCREASE (DECREASE) IN CASH                (1,820)        3,522

       CASH AT BEGINNING OF PERIOD                     3,755           666

       CASH AT END OF PERIOD                      $    1,935     $   4,881

       SUPPLEMENTAL INFORMATION:
          Cash paid for interest                  $        -     $       -
       
       See accompanying notes to these consolidated financial statements.
       


                        CAMELOT CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)


       NONCASH INVESTING AND FINANCING ACTIVITIES

       
                                                                 
                                                       Nine Months Ended
                                                          January 31,
                                                       2001        2000

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

                        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 January 31,  2001 was $0
       compared with  $0 in the comparable  quarter of 2000.   Net profit for
       the three month period was $0  compared with a profit for the previous
       year of $0.  The Company is now inactive.

       Liquidity and Capital Resources

       Net  cash  used by  operating  activities for  the  nine months  ended
       January 31, 2001 was $0   compared with $0 in 2000.  Net cash supplied
       by investing activities  was $0  compared with net  cash used of $0 in
       2000.  Net cash used by financing activities was $85,259 compared with
       $0   provided in 2000.   Cash of $1,935 compares  with $3,755 at April
       30, 2000.

       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.
       

                             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:     March 14, 2001