Struggling with my Son

I just don't know what to do with my son, he has told me he does not care about school, he does not care about his school work he just doesn't care about anything. He has problems with lying about everything, making things up and I have punished him and have taken away all his privledges but he has no reaction. I know there are deeper issues with him and yet I can't put my finer on it.
He constantly craves my affection and my attention but he is a 10 yr old boy who should be out doing fun kids things using his imagination and playing outside and yet all he cares about is what I am doing and then tries to lay a guilt trip on my when I do something for myself.
He is in danger of failing the 5th grade and I have devoted all this time to helping him study and helping with projects and homework assignments but yet he gives little or no effort and says "eh" I just don't care. I am so emotionally exhausted because I am putting my life on hold to help him and I feel like I am losing myself in the mix and he is not getting any better.
The other night we went for a walk and we were talking and he tells me he likes to spend time with me and we need to do that more often. But I don't mind, but what I ddon't understand is the dependency that he still has. And then the guilt trip when I want to do something on my own.
His actions make me want to not spend time with him and his needy nature make me want to be less giving......