SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A


(Mark One)

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

                 For the quarterly period ended October 31, 2004

   [ ]       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.)


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



           (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      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.    Yes      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: 6,236,107, common stock, $0.01
par value.



                      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                   4

                    Consolidated Statements of Cash Flows                   5

                    Notes to Consolidated 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 AND SUBSIDIARIES

                          PART I: FINANCIAL INFORMATION

ITEM 1.   Financial Statements

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                           October 31, 2004   April 30, 2004
                                              (Unaudited)        (Audited)
                                             ------------      ------------
CURRENT ASSETS
  Cash and cash equivalents                  $         90      $         90

       Total current assets                  $         90      $         90

                                             $         90      $         90


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                           October 31, 2004   April 30, 2004
                                              (Unaudited)        (Audited)
                                             ------------      ------------
CURRENT LIABILITIES
  Accounts payable                           $      4,561      $      3,611
Franchise Tax payable                              86,300            86,300

     Total current liabilities                     90,861            89,911

STOCKHOLDERS' EQUITY
  Common stock, $.01 par value, 50,000,000
    shares authorized,  6,236,106 shares
    issued at October 31, 2004 and
    6,236,105  at April 30, 2004                   62,361            62,361
Preferred stock, $.01 par value,
  100,000,000 shares authorized, and
  nil shares issued and outstanding at
  October 31, 2004 and April 30,2004                 --                --
Additional paid-in capital                     35,611,950        35,611,950
Accumulated deficit                           (32,928,385)      (32,927,435)
Less: treasury stock, at cost,
  29,245 shares at October 31, 2004
  and April 30, 2004                           (2,836,697)       (2,836,697)

     Total stockholders' equity                   (90,771)          (89,821)

                                             $         90      $         90



       See accompanying notes to these consolidated financial statements.

                                        3


                      CAMELOT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                    Six Months Ended
                                                       October 31,
                                                   2004          2003
                                               -----------    -----------

REVENUE                                        $      --      $      --

COST OF SALES                                         --             --

  GROSS PROFIT (LOSS)                                 --             --

OPERATING EXPENSES:
  General and administrative                           950            950

NET INCOME (LOSS)                                     (950)           950

DIVIDENDS ON PREFERRED STOCK                          --             --

NET INCOME (LOSS) ATTRIBUTABLE TO
  COMMON STOCKHOLDERS                          $      (950)   $       950

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                              6,236,106      6,236,106


       See accompanying notes to these consolidated financial statements.

                                        4


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


                                                      Six Months Ended
                                                         October 31,
                                                     2004           2003
                                                 -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                              $      (950)   $      (950)

ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
  NET CASH FROM OPERATING ACTIVITIES:
  Accounts payable and accrued expenses                  950            950

  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 consolidated financial statements.

                                        5


                      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-QSB, 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, 2004.


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

The Company's revenue for the period ended October 31, 2004 was $0 compared with
$0 in the comparable quarter of 2003. Net loss for the six month period was $950
compared with a loss for the previous year of $950. The Company is now inactive.


Liquidity and Capital Resources

Net cash used by operating  activities for the period was $0 compared with $0 in
2003. Net cash used by financing  activities was $0 compared with $0 provided in
2003. Cash of $90 compares with $90 at April 30,2004.

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 thereunder.


                                        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: November 22, 2004



                                        7