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

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                 For the quarterly period ended January 31, 2010

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                          Commission File Number 0-8299


                               CAMELOT CORPORATION
                (Name of registrant as specified in its charter)

            Colorado                                           84-0691531
 (State or other jurisdiction                           (IRS Identification No.)
of incorporation or organization)

                             730 W. Randolph Street
                                Chicago, IL 60661
                    (Address of principal executive offices)

                                  312-454-0015
                           (Issuer's telephone number)

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. [X] Yes No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).* *The registrant has
not yet been phased into the interactive data requirements. [ ] Yes [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definition of "large accelerated  filer,"  "accelerated  filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

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

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distributions of securities under a plan
confirmed by a court. [ ] Yes [ ] No [X] N/A

                        APPLICABLE TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of  the  latest  practicable  date.  Class  -  Common  Stock,
49,236,106 shares outstanding as of March 3, 2010.

                               CAMELOT CORPORATION
                               INDEX TO FORM 10-Q

                                                                        Page No.
                                                                        --------

PART I FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)...............................   3
            Balance Sheets ..............................................   3
            Statements of Operations ....................................   4
            Statements of Cash Flows.....................................   5

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

Item 3.   Quantitative and Qualitative Disclosures about Market Risk.....   8

Item 4.   Controls and Procedures........................................   8

PART II OTHER INFORMATION

Item 1.   Legal Proceedings..............................................   8

Item 1A.  Risk Factors...................................................   8

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds....   8

Item 3.   Defaults Upon Senior Securities................................   8

Item 4.   Submission of Matters to a Vote of Security Holders............   9

Item 5.   Other Information..............................................   9

Item 6.   Exhibits.......................................................   9

Signatures...............................................................  10

                                       2

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

                               CAMELOT CORPORATION
                                 BALANCE SHEETS



                                                                                 January 31,             April 30,
                                                                                    2010                   2009
                                                                                ------------           ------------
                                                                                (Unaudited)              (Audited)
                                                                                                 
                                     ASSETS

Current assets
  Cash and cash equivalents                                                     $         90           $         90
                                                                                ------------           ------------

Total current assets                                                            $         90           $         90
                                                                                ============           ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                              $    139,475           $        110
  Accounts payable related party                                                          --                106,487
  Accounts payable-non-related party                                                      --                     --
                                                                                ------------           ------------
TOTAL CURRENT LIABILITIES                                                            139,475                106,597
                                                                                ------------           ------------

STOCKHOLDERS EQUITY
  Preferred stock $0.01 par value 100,000,000 shares authorized; none issued              --                     --
  Common stock $0.01 par value; 50,000,000 shares authorized;
   49,236,106 shares issued and outstanding at January 31, 2010 and
   April 30, 2009 respectively                                                       492,361                492,361
  Additional paid-in-capital                                                      35,210,702             35,210,702
  Accumulated deficit                                                            (33,005,750)           (32,972,873)
  Less treasury stock at cost, 29,245 shares                                      (2,836,697)            (2,836,697)
                                                                                ------------           ------------
Total stockholders' equity                                                          (139,385)              (106,507)
                                                                                ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $         90           $         90
                                                                                ============           ============



                        See notes to financial statements

                                       3

                               CAMELOT CORPORATION
                            STATEMENTS OF OPERATIONS



                                            Three Months        Three Months         Nine Months            Nine Months
                                               Ended               Ended              Through                Through
                                             January 31,         January 31,         January 31,            January 31,
                                                2010                2009                2010                   2009
                                             ----------          ----------          ------------           ------------
                                                                                                
Revenues                                     $       --          $       --          $         --           $         --
Cost of sales                                        --                  --                    --                     --
                                             ----------          ----------          ------------           ------------
Gross profit (loss)                                  --                  --                    --                     --
                                             ----------          ----------          ------------           ------------
Operating Expenses                                   --                  --                    --                     --
General & administrative                         20,923               1,610                24,253                  6,193
                                             ----------          ----------          ------------           ------------
LOSS FROM OPERATIONS                            (20,923)             (1,610)              (24,253)          $     (6,193)
                                             ----------          ----------          ------------           ------------
OTHER INCOME
  Forgiveness of debt                                --                  --                    --                 53,122
  Settlement Expense                                 --                  --                (8,624)                    --
  Income tax expense                                 --                  --                    --                     --
                                             ----------          ----------          ------------           ------------
NET INCOME (LOSS) ATTRIBUTABLE TO
 COMMON STOCKHOLDERS                         $  (20,923)         $   (1,610)         $    (32,877)          $     46,929
                                             ==========          ==========          ============           ============

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 number of common shares
 outstanding basic and diluted               49,236,106          49,236,106            49,236,106             49,236,106
                                             ==========          ==========          ============           ============



                        See notes to financial statements

                                       4

                               CAMELOT CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                          Nine Months       Nine Months
                                                            Ended             Ended
                                                          January 31,       January 31,
                                                             2010              2009
                                                           --------          --------
                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                 $(32,877)         $ 46,929
  Adjustments to reconcile net loss to net
   cash used in operating activities
  Changes in operating assets and liabilities
    Accounts payable                                         32,877           (46,929)
                                                           --------          --------
NET CASH USED IN OPERATING ACTIVITIES                            --                --
                                                           --------          --------
CASH FLOW FROM INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES                            --                --
                                                           --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES                             --                --
                                                           --------          --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                        --                --
                                                           --------          --------

Net increase in cash and  cash equivalents                       --                --

Cash and cash equivalents at beginning of period                 90                90
                                                           --------          --------

Cash and cash equivalents at end of period                 $     90          $     90
                                                           ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the year for:
  Interest                                                 $     --          $     --
                                                           ========          ========
Income Taxes                                               $     --          $     --
                                                           ========          ========



                        See notes to financial statements

                                       5

                               CAMELOT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. MANAGEMENT'S REPRESENTATIONS OF INTERIM FINANCIAL INFORMATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with the  instruction  for 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 including in the Registrant's annual report on Form
10-K for the year  ended  April 30,  2009 filed with the SEC on July 2, 2009 and
the  unaudited   financial   statements  and  notes  thereto   included  in  the
Registrant's quarterly report on Form 10-Q for the period ended October 31, 2009
filed with the SEC on December 11, 2009.

2) SUBSEQUENT EVENTS

In May, 2009 the FASB issued accounting  guidance now codified as FASB ASC Topic
855,  "Subsequent  Events" which establishes general standards of accounting for
and  disclosures  of,  events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.

The Company has evaluated subsequent events for the period from January 31, 2010
through March 17, 2010, which represents the date these financial statements are
being filed with the Commission.  Pursuant to the requirements of FASB ASC Topic
855, there were no events or transactions occurring during this subsequent event
reporting  period  that  require  recognition  or  disclosure  in the  financial
statements.  With  respect to this  disclosure,  the Company  has not  evaluated
subsequent events occurring after March 17, 2010.

                                       6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

The information in this report contains  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
These  forward-looking  statements  involve risks and  uncertainties,  including
statements  regarding  the  Company's  capital  needs,   business  strategy  and
expectations.  Any  statements  contained  herein  that  are not  statements  of
historical facts may be deemed to be forward-looking  statements. In some cases,
you can  identify  forward-looking  statements  by  terminology  such as  "may,"
"will,"  "should,"   "expect,"  "plan,"   "intend,"   "anticipate,"   "believe,"
"estimate,"  "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements,  you should consider various factors, including the
risks  outlined from time to time, in other reports we file with the  Securities
and Exchange Commission (the "SEC").  These factors may cause our actual results
to  differ  materially  from any  forward-looking  statement.  We  disclaim  any
obligation  to publicly  update these  statements,  or disclose  any  difference
between  its  actual  results  and  those  reflected  in these  statements.  The
information  constitutes  forward-looking  statements  within the meaning of the
Private Securities Litigation Reform Act of 1995.

BUSINESS AND PLAN OF OPERATION

Camelot  Corporation  ("Registrant" or "the Company") is inactive,  and is now a
blind pool company  seeking  merger  opportunities.  It was previously a holding
company  but since the  fiscal  year ended  April 30,  1999 the  Company  has no
operations, and all previous business activities have been discontinued.

The Company was  incorporated  in Colorado on September 5, 1975, and completed a
$500,000  public  offering of its common  stock in March 1976.  The Company made
several  acquisitions  and  divestments of businesses.  The Company was delisted
from NASDAQ's Small Cap Market on February 26, 1998. In July, 1998 all employees
of Camelot were  terminated.  Its  directors  and officers  have since  provided
unpaid services on a part-time basis to the Company.

On November 6, 2009,  the  Company's  common stock was  accepted for  quotation,
effective November 9, 2009, on the OTC Bulletin Board ("OTCBB").

On November 24, 2009,  the Company  filed with the SEC a current  report on Form
8-K  reporting a sale of a majority  of the  Company's  common  stock from Danny
Wettreich to Jeffrey  Rochlin,  the resignation of Danny Wettreich as officer of
the Company and the election of Jeffrey  Rochlin as President,  Chief  Executive
Officer, Secretary and Treasurer of the Company effective November 20, 2009.

On November 20, 2009 Danny  Wettreich  sold his accounts  payable of $116,511 to
Machaby Partners for $117,000.

The  Registrant  has had no success in  finding  companies  with which to merge,
during the past three years.  The basis on which future  decisions to merge with
the  Registrant  will be the opinion of Mr.  Jeffrey  Rochlin,  President of the
Registrant,  regarding  primarily the quality of the  businesses  that are to be
merged and their  potential for future growth,  the quality of the management of
the  to  be  merged  entities,  and  the  benefits  that  could  accrue  to  the
shareholders  of the  Registrant if the merger  occurred.  The Registrant has no
particular  advantage as a blind pool company over any other blind pool company,
and there can be no guarantee that a merger will take place, or if a merger does
take  place  that  such  merger  will  be  successful  or be  beneficial  to the
stockholders of the Registrant.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities for the period ending January 31, 2010 was
$0 compared with $0 in the comparable period of 2009. Net cash used by financing
activities  was $0 compared with $0 provided in the  comparable  period of 2009.
Cash of $90 compares with cash of $90 at January 31, 2009.

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 are  reasonably  likely  to  result  in the  Company's
liquidity increasing or decreasing in a material way.

                                       7

RESULTS OF OPERATIONS

The Company's revenue for the period ended January 31, 2010 was $0 compared with
$0 in the  comparable  period of 2009. Net loss for the  three-month  period was
$20,923 compared with loss of $1,610 in the comparable  period of 2009. Net loss
for the  nine-month  period  was  $24,253  compared  with  loss of $6,193 in the
comparable period of 2009. The Company is inactive.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed 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 a company in the reports that it files
or  submits  under the  Exchange  Act is  accumulated  and  communicated  to the
company's management,  including its principal executive and principal financial
officers,  or persons  performing  similar  functions,  as  appropriate to allow
timely decisions  regarding required  disclosure.  Our management carried out an
evaluation  under the  supervision  and with the  participation  f our principal
executive and financial officer of the effectiveness of the design and operation
of our  disclosure  controls  and  procedures  pursuant to Rules  13a-15(e)  and
15d-15(e) under the Securities Exchange act of 1934 ("Exchange Act"). Based upon
that evaluation,  the Company's  principal  executive and financial  officer has
concluded that the Company's  disclosure  controls and procedures were effective
as of January 31, 2010.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In March of 2010,  the Company  engaged the services of an accountant to prepare
the Company's  quarterly and annual  financial  statements  commencing  with the
quarter  ended  January  31,  2010.  The  Company had  previously  prepared  the
financial  statements  internally.  Other than the  Company's  engagement of the
accountant  for  preparation  of  its  financial   statements,   there  were  no
significant  changes in our internal  control over  financial  reporting for the
quarter ended January 31, 2010, that have materially affected, or are reasonably
like to materially affect, our internal control over financial reporting.

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against the Company,
nor are we  involved  as a  plaintiff  in any  material  proceeding  or  pending
litigation. There are no proceedings in which any of our directors,  officers or
affiliates, or any registered or beneficial shareholder,  is an adverse party or
has a material interest adverse to our interest.

ITEM 1A. RISKS FACTORS

Not applicable

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

                                       8

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS

Not applicable

ITEM 5. OTHER INFORMATION

a) None

b) None

On November 6, 2009,  the  Company's  common stock was  accepted for  quotation,
effective November 9, 2009, on the OTC Bulletin Board.

On November 20, 2009,  Jeffrey Rochlin  entered into a Stock Purchase  Agreement
with Danny Wettreich  pursuant to which Mr. Wettreich sold 42,753,819  shares of
common stock of the Company to Mr. Rochlin, representing approximately 86.83% of
the total  issued and  outstanding  shares of common  stock of the Company for a
total purchase price of $8,000. In conjunction therewith, Mr. Wettreich resigned
as President, Chief Executive Officer, Chairman and Treasurer of the Company and
elected Mr. Rochlin to serve as President, Chief Executive Officer, Chairman and
Treasurer of the Company. In connection with the change in control,  the Company
relocated  its  principal  executive  offices from 18170  Hillcrest,  Suite 100,
Dallas,  Texas 75252 to 730 W. Randolph  Street,  Suite 600,  Chicago,  Illinois
60661 and changed its telephone number from  972-612-1400 to  312-454-0015.  The
Company  reported  this  transaction  on its  Current  Report  on Form 8-K dated
November  23,  2009  which  was filed  with the U. S.  Securities  and  Exchange
Commission on November 24, 2009.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit
Number                         Description of Exhibit
------                         ----------------------

3.1         Articles of Incorporation (*)

3.2         Bylaws (*)

31          Certification of Principal Executive and Principal Financial Officer
            filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32          Certification of Principal Executive and Principal Financial Officer
            pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

----------
*    Incorporated by reference herein from the Company's  Registration Statement
     on Form 10 filed on June 23, 1976 with the SEC.

                                       9

                                    SIGNATURE

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Date: March 17, 2010                CAMELOT CORPORATION


                                    By: /s/ Jeffrey Rochlin
                                        ----------------------------------------
                                        Jeffrey Rochlin
                                        Principal Executive Officer
                                        Principal Financial Officer and Director


                                       10