UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): May 13, 2005

                               Camelot Corporation
                          ----------------------------
             (Exact name of registrant as specified in its charter)

         0-8299                                               84-0681531
------------------------                                 -------------------
(Commission File Number)                                 (I.R.S. Employer
                                                         Identification No.)

PMB 249, 6757 Arapaho, Suite 122, Dallas, Texas                 75248
(Address of principal executive offices)                     (Zip Code)

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




--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))






Item 4.01 Changes in Registrant's Certifying Public Accountant

Previous Independent Accountants

      On  May  13,  2005,   Registrant   dismissed  Larry  O'Donnell  CPA,  P.C.
("O'Donnell")  as its  principal  accountant.  Such  action had been  previously
approved by the  Registrant's  Board of  Directors.  O'Donnell's  reports on the
financial  statements  of the Company for the two most recent fiscal years ended
April 30,2004 and April 30,2003 did not contain an adverse opinion or disclaimer
of opinion,  and were not  modified as to audit scope or  accounting  principles
however  the  auditors  report was  modified as to the ability of the company to
continue as a going  concern.  O'Donnell  had been  appointed  as auditor of the
corporation  on May 12,1998.  From the time of  O'Donnell's  appointment  as the
Company's  auditor  through  the  date  of  this  report,  there  have  been  no
disagreements  with  O'Donnell  on  any  matter  of  accounting   principles  or
practices,  financial statement disclosure or auditing scope or procedure, which
disagreements,  if not resolved to the  satisfaction  of  O'Donnell,  would have
caused O'Donnell to make reference to the subject matter of the disagreements in
connection with its report.  During the two most recent fiscal years and through
the date of this report there have been no reportable events.

New Independent Accountants

      On May 13,  2005,  the  Registrant  retained  Comiskey  &  Company  as the
Company's  independent  accountants  to  conduct  an audit  of the  Registrant's
financial  statements for the fiscal year ended April 30, 2005.  This action was
previously approved by the Registrant's Board of Directors.

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits

            16.1   Letter from Larry O'Donnell  CPA, P.C. re: resignation as
                   certifying accountant.







                                   SIGNATURES

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



                               Camelot Corporation
                              ----------------------
                                  (Registrant)

Date:  June 24, 2005

                               /s/ Daniel Wettreich
                              ----------------------
                              Daniel Wettreich, CFO