SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

    [x]       Quarterly report under Section 13, or 15 (d) of the Securities
              Exchange Act of 1934

                  For the quarterly period ended July 31, 2008

    [ ]       Transition report under Section 13 or 15 (d) of the Exchange Act

              For the transition period from __________ to________

                           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.)


           18170 Hillcrest, Suite 100, Dallas, Texas         75252
            (Address of principal executive office)       (Zip Code)


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

          Issuer's telephone number, including area code:(972) 612 1400

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act) [x] Yes [] No

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                        BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

       Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. o Yes o No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

       State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 49,236,106, common stock,
$0.01 par value.




                               CAMELOT CORPORATION

                                    I N D E X


                                                                        Page No.

Part I    FINANCIAL INFORMATION (UNAUDITED):

          Item 1.   Balance Sheets                                         3

                    Statements of Operations                               4

                    Statements of Cash Flows                               5

                    Notes to Financial Statements                          6

          Items 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    6

Part II   OTHER INFORMATION                                                7









                                        2



                               CAMELOT CORPORATION

                          PART I: FINANCIAL INFORMATION

ITEM 1.   Financial Statements

                                  BALANCE SHEET

                                     ASSETS

                                          July 31, 2008   April 30, 2008
                                           (Unaudited)       (Audited)

CURRENT ASSETS
  Cash and cash equivalents               $         90     $         90
                                          ------------     ------------
       Total current assets                         90               90
                                          ------------     ------------
       Total Assets                       $         90     $         90
                                          ============     ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Accounts payable                        $        280     $      1,027
  Accounts payable-related party                 9,989            6,099
Franchise Tax payable                          105,200          105,200
                                          ------------     ------------
     Total current liabilities                 115,469          112,326

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value,
   50,000,000 shares authorized,
   49,236,106 shares issued at
   July 31, 2008 and at
   April 30, 2008                              492,361          492,361
  Preferred stock, $.01 par value,
   100,000,000 shares authorized, and
   nil shares issued and outstanding at
   July 31, 2008 and April 30, 2008               --               --
Additional paid-in capital                  35,210,702       35,210,702
Accumulated deficit                        (32,981,745)     (32,978,602
Less: treasury stock, at cost,
29,245 shares at July 31, 2008
       and April 30, 2008                   (2,836,697)      (2,836,697)
                                          ------------     ------------
     Total stockholders' equity               (115,379)        (112,236)
                                          ------------     ------------
     Total Liabilities &
     Stockholder's Equity                 $         90     $         90
                                          ============     ============


              See accompanying notes to these financial statements.

                                        3


                               CAMELOT CORPORATION
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                  Three Months Ended
                                                       July 31,
                                                 2008            2007
                                             ------------    ------------
REVENUE                                      $       --      $       --
                                             ------------    ------------
  GROSS PROFIT (LOSS)                                --              --

OPERATING EXPENSES:
  General and administrative                        3,143           2,313
                                             ------------    ------------
NET INCOME (LOSS)                                  (3,143)         (2,313)

DIVIDENDS ON PREFERRED STOCK                         --              --
                                             ------------    ------------
NET INCOME (LOSS) ATTRIBUTABLE TO
  COMMON STOCKHOLDERS                        $     (3,143)   $     (2,313)
                                             ============    ============
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                            49,236,106      49,236,106





              See accompanying notes to these financial statements.

                                        4


                               CAMELOT CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                    Three Months Ended
                                                          July 31,
                                                    2008          2007
                                                 ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                              $   (3,143)   $   (2,313)

ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
  NET CASH FROM OPERATING ACTIVITIES:
  Accounts payable and accrued expenses              (3,143)        2,313
                                                 ----------    ----------
  Net cash used by operating activities                --            --

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

CASH FLOW FROM FINANCING ACTIVITIES:
  Net cash provided by financing activities            --            --
                                                 ----------    ----------
NET INCREASE (DECREASE) IN CASH                        --            --

CASH AT BEGINNING OF PERIOD                              90            90
                                                 ----------    ----------
CASH AT END OF PERIOD                            $       90    $       90
                                                 ==========    ==========





              See accompanying notes to these financial statements.

                                        5


                               CAMELOT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


ITEM 1.   Management's Representations of Interim Financial Information

The accompanying 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-KSB
filing for the year ended April 30, 2008.

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

The following discussion should be read in conjunction with the accompanying
financial Statements for the three months period ended July 31,2008 and the form
10-KSB for the year ended April 30,2008

The Company's net loss for the period ended July 31, 2008 was $3,143 compared
with $2,313 in the comparable period of 2007. The Company is inactive.

Liquidity and Capital Resources

Net cash used by operating activities for the period was $0 compared with $0 in
2007. Net cash used by financing activities was $0 compared with $0 provided in
2007. Cash of $90 compares with $90 at April 30, 2008.

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

Item 3.   Controls and Procedures

As of the end of the period covered by this quarterly report, our Chief
Executive Officer and Chief Financial Officer (the "Certifying Officer")
conducted evaluations of our disclosure controls and procedures. As defined
under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
Act, as amended (the "Exchange Act") the term "disclosure controls and
procedures" means controls and other procedures of an issuer that are designed
to ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer 's management,
including the Certifying Officer, to allow timely decisions regarding required
disclosure. Based on this evaluation, the Certifying Officer has concluded that
our disclosure controls and procedures were effective to ensure that material
information is recorded, processed, summarized and reported by our management on
a timely basis in order to comply with our disclosure obligations under the
Exchange Act, and the rules and regulations promulgated there under.


                                        6


                           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.

           31(1) Certification of Chief Executive Officer Pursuant to
                 Rule 13a-14(a) or Rule 15d-14(a).

           31(2) Certification of Chief Financial Officer Pursuant to
                 Rule 13a-14(a) or Rule 15d-14(a).

           32(1) Certification of Chief Executive Officer Pursuant to Rule
                 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as
                 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                 2002.

           32(2) Certification of Chief Financial Officer Pursuant to Rule
                 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as
                 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                 2002.

       (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 16, 2008


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