content: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
  
                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of Earliest event reported) March 31, 1998
  
                          CAMELOT CORPORATION
  (Exact Name of Registrant as Specified in its Charter)
  
      Colorado                   0-8299              84-0691531
       (State  of                        (Commission           (IRS
  Employer           Incorporation)               File      Number)
  Identification
  No.)
  
  
  
      2415    Midway    Suite    121,   Carrollton,    TX     75006
  (Address of Principal Executive Offices)
  
  
  Registrant's telephone number, including area code:(972) 733-3005
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets
  
  On  March  31,  1998, the Registrant's wholly  owned  subsidiary,
  Third Planet Publishing, Inc. entered into a conditional contract
  with  Alexander Mark Investments (USA), Inc. to sell  all  right,
  title  and  interest in the VideoTalk [TM] product for $7,002,056
  payable  by the issuance of common stock, preferred stock  and  a
  promissory  note  in the amount of $2,000,000.  The  contract  is
  conditional  on  the approval of shareholders of  Alexander  Mark
  Investments (USA), Inc.
  
  
  
  ITEM 7.   Exhibits
  
       (10)      Material Contracts
            a) VideoTalk Purchase Agreement
  
  
                             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 hereunto duly authorized.
  
  
                                CAMELOT CORPORATION
  
  
                                BY: /s/ Jeanette Fitzgerald
                                       Jeanette Fitzgerald
  Date: April 14, 1998                      Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 1918}]
metadata_filer: {"company-data": {"conformed-name": "CAMELOT CORP", "cik": "0000013033", "assigned-sic": "7372", "irs-number": "840691531", "state-of-incorporation": "CO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08299", "film-number": "98597014"}, "business-address": {"street1": "CAMELOT PLACE", "street2": "17770 PRESTON RD", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "9727333005"}, "mail-address": {"street1": "CAMELOT PLACE", "street2": "17770 PRESTON ROAD", "city": "DALLAS", "state": "TX", "zip": "75252"}, "former-company": {"former-conformed-name": "BOLYARD OIL & GAS LTD", "date-changed": "19890824"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of Earliest event reported) March 31, 1998
  
                          CAMELOT CORPORATION
  (Exact Name of Registrant as Specified in its Charter)
  
      Colorado                   0-8299              84-0691531
       (State  of                        (Commission           (IRS
  Employer           Incorporation)               File      Number)
  Identification
  No.)
  
      2415    Midway    Suite    121,   Carrollton,    TX     75006
  (Address of Principal Executive Offices)
  
  Registrant's telephone number, including area code:(972) 733-3005
  Item 2.  Acquisition or Disposition of Assets
  
  On  March  31,  1998, the Registrant's wholly  owned  subsidiary,
  Third Planet Publishing, Inc. entered into a conditional contract
  with  Alexander Mark Investments (USA), Inc. to sell  all  right,
  title  and  interest in the VideoTalk [TM] product for $7,002,056
  payable  by the issuance of common stock, preferred stock  and  a
  promissory  note  in the amount of $2,000,000.  The  contract  is
  conditional  on  the approval of shareholders of  Alexander  Mark
  Investments (USA), Inc.
  
  ITEM 7.   Exhibits
  
       (10)      Material Contracts
            a) VideoTalk Purchase Agreement
  
                             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 hereunto duly authorized.
  
                                CAMELOT CORPORATION
  
                                BY: /s/ Jeanette Fitzgerald
                                       Jeanette Fitzgerald
  Date: April 14, 1998                      Vice President