U.S SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                                        
                                   FORM 10-KSB
                                        
(Mark One)
[x]  Annual report under Section 13 or 15 (d) of the Securities Exchange Act  of
1934
                                 (Fee required)

For the fiscal year ended April 30, 1997

[   ]Transition report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934
                                (No  fee required)

For the transition period from                  to

Commission file number          33-19435

                                   ADINA, INC.
                                        
                 (Name of Small Business Issuer in Its Charter)
                                        
                 DELAWARE                            75-2233445
            (State or Other Jurisdiction of          (I.R.S. Employer
           Incorporation or Organization)         Identification No.)
                                        
             17770 Preston Road, Dallas, Texas                75252
           (Address of Principal Executive Offices)        (Zip Code)
                                        
                                 (972)  733-3005
                                        
                (Issuer's Telephone Number, Including Area Code)

          Securities registered under Section 12(b) of the Exchange Act:
                                        
                                                       Name of Each Exchange
               Title of Each Class                   on Which Registered
                                        
                    None                                    None


Securities registered under Section 12(g) of the Exchange Act:

                                    None
                             (Title of Class)

     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 the past 90 days.
  [x] Yes [ ] No

     Check  if there is no disclosure of delinquent filers in response  to  Item
405  of  Regulation  S-B  contained in this form,  and  no  disclosure  will  be
contained,  to  the best of registrant's knowledge,   in a definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [x]

     Issuer's revenues for its most recent fiscal year is $    -    .

     As of July 18, 1997, the aggregate market value of the voting stock hold by
non-affiliates was $7,813.

     The  number of shares outstanding of the Registrant's common stock $0.00002
par value was 75,000,000 at July 18, 1997.

     Documents  Incorporated by Reference.    Form 8-K dated May  20,  1997  and
amendments

  Item 1. Business

           Adina,  Inc. (Registrant) was incorporated in Delaware  on  June  24,
1987,  as  a  wholly owned subsidiary of Forme Capital, Inc. and on December  9,
1987 all Registrant's then issued shares were distributed to Forme stockholders.
Registrant had  no operations or substantial assets until subsequent to the  end
of the 1997 fiscal year.

     Subsequent  to the period under review, on May 20, 1997 Registrant   issued
42,450,000 new common shares to Daniel Wettreich in return for majority  control
of  the  outstanding  common  shares of Alexander  Mark  Investments(USA),  Inc.
("AMI")  a  NASDAQ  OTC  Bulletin  Board  public  company.   Further  Registrant
subscribed  for   53,811,780 Preferred Shares, Series J of  Camelot  Corporation
("Camelot") the consideration being the AMI shares described above.  As a result
Registrant presently owns 49% of the outstanding voting shares of Camelot.    On
July  14, 1997 Camelot shareholders approved a one for forty reverse stock split
of  all outstanding common shares and Preferred Shares, Series J.  Mr. Wettreich
is  a director and officer of AMI and Camelot.  (See Form 8-K dated May 20, 1997
with amendments hereby incorporated by reference.)

     Registrant  is  now  a  holding company with interests  in  technology  and
communications.   Camelot  is  a  NASDAQ  listed  public  holding  company  with
subsidiaries  in  technology  and  telecommunications,  including  Third  Planet
Publishing, Inc. and also now owns 80% of AMI.  The primary asset of AMI is  57%
of  the  outstanding share capital of Meteor Technology, Ltd. ("Meteor") a  U.K.
public  company listed on the Alternative Investment Market of the London  Stock
Exchange.   Meteor has two principal subsidiaries Meteor Payphones and DigiPhone
International.    Meteor   Payphones  operates  approximately   2000   payphones
throughout  the  United  Kingdom.   DigiPhone  International  is  the  worldwide
distributor for the products of Third Planet Publishing which include  Proficia,
DigiPhone  2.0 and VideoTalk.  Proficia is an audio handset that connects  to  a
computer,  providing  quality sound for internet telephony, computer  telephony,
and  multimedia applications.  DigiPhone 2.0 is a software product enabling real
time full-duplex audio conversations over the Internet.  VideoTalk is a complete
hardware  and software system which, when connected to a multimedia PC,  enables
full-duplex video conferencing over the Internet.

Item 2. Properties

     Registrant shares offices at 17770 Preston Road,  Dallas, Texas 75252  with
an affiliate of its President on an informal basis.

  Item 3. Legal Proceedings

           No legal proceedings to which the Registrant is a party is subject or
pending  and no such proceedings are known by the Registrant to be contemplated.
There  are  no  proceedings to which any director, officer or affiliate  of  the
Registrant, or any owner of record (or beneficiary) of more than 5% of any class
of voting securities of the Registrant is a party adverse to the Registrant.

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

           No  matters were submitted for a vote of security holders during  the
period under review.


                                 PART II

  Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     Registrant's common stock is traded on the NASDAQ OTC Bulletin Board  under
the symbol ADII and the  market for the stock has been relatively inactive.  The
range  of  high  and low bid quotations for the quarters since April,  1995  are
taken  from  the "pink sheets" of the National Quotation Bureau.   They  reflect
inter-dealer  prices, without retail mark-up, mark-down or commission,  and  may
not necessarily represent actual transactions.
<TABLE>
<S>                      <C>         <C>           <C>    <C>
                                      Bid                Ask
    Quarter Ending            Low           High     Low  High

    April 30, 1997            0.015625   0.015625    0.25   0.25
    January 31, 1997          0.015625   0.015625    0.25   0.25
    October 31, 1996          0.015625   0.015625    0.25   0.25
     July  30,  1996          0.015625   0.015625    0.25   0.25
     April  30,  1996         0.015625   0.015625    0.25   0.25
    January 31, 1996          0.015625   0.015625    0.25   0.25
    October 31, 1995          0.015625   0.015625    0.25    0.25
    July 31, 1995             0.015625   0.015625    0.25    0.25
    April 30, 1995            0.015625   0.015625    0.25    0.25
</TABLE>

   As of July 18, 1997, there were approximately 1,000 shareholders on record of
Registrant's common stock.

Item 6.Selected Financial Data

<TABLE>
<S>                               <C>             <C>    
                                   Year Ended    Year Ended
                                      April 30    April 30
                                        1997        1996

  Gross Revenue               $         -         $   -
  Income (loss)
   from continuing
   operations                           -              -
  Income (loss)
   from continuing
   operations
   per share                            *              *
  Total Assets                          470           470
  Long-term
   Obligations
   and redeemable
   Preferred Stock                       -              -
  Cash Dividends Per
   Share                                 -              -
</TABLE>
Item 7. Management Discussion and Analysis of Financial Condition and Results of
Operations

     Registrant was incorporated in Delaware on June 24, 1987, as a wholly owned
subsidiary of Forme Capital, Inc. and on December 9, 1987 all Registrant's  then
issued  shares  were  distributed  to Forme  stockholders.  Registrant  had   no
operations or substantial assets until subsequent to the end of the fiscal  1997
year.  (See Item 1.  Business)

     Registrant  is  now a holding company with interests in  Camelot,  AMI  and
Meteor, all of which are public companies.

Liquidity and Capital Resources

     During  the  period  under review the  Registrant was  a  development-stage
company  and  had not conducted  any business operations as yet.  Subsequent  to
the   period  under  review  the  Registrant  now  has  interests  in  operating
businesses.   The Directors believe that Camelot, AMI and Meteor  have  adequate
resources to meet their needs for the next twelve months.  The Registrant has no
real  material  needs  and  the Directors believe it  therefore  has  sufficient
resources for the next twelve months.

Item 8. Financial Statement and Supplementary Data

Index to Financial Statements

Report of Independent Certified Accountants

Financial Statements for April 30, 1997, and 1996

Balance Sheets

Statement of Operations

Statement of Changes in Stockholders Equity

Statement of Cash Flows

Notes to Financial Statements
<PAGE>

                              MICHAEL W. ZINN, INC.
                           Certified Public Accountant
                    5930 McCommas Blvd., Dallas, Texas  75206
                            Telephone (214) 821-2369
                                        

Auditor's Report


To:  Board of Directors
       ADINA, INC.


We  have  audited the accompanying balance sheets of Adina, Inc., a  development
stage  company, as of April 30, 1997, and the related statements of  operations,
changes in stockholders equity and cash flows for the years ended April 30, 1997
and  1996.   These financial statements are the  responsibility of the Company's
management.   Our  responsibility is to express an opinion  on  these  financial
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial  statements  are  free  of   material
misstatement.  An audit includes examining on a test basis, evidence  supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our  opinion,  the financial statements referred to in the  first  paragraph
present fairly, in all material respects, the financial position of Adina,  Inc.
as of April 30, 1997, and the results of its operations, statement of changes in
stockholders' equity, and its cash flows for the years ended April 30, 1997, and
1996, in conformity with generally accepted accounting principles.

Michael Zinn, CPA
Dallas, Texas
July 18, 1997
<PAGE>

                                   ADINA, INC.
                          (a development stage company)
                                        
                                 BALANCE SHEETS
                        For the year ended April 30, 1997
<TABLE>                                        
<S>                                   <C>
                                     ASSETS

                                   Year Ended
                                 April 30, 1997
                                        
  CURRENT ASSETS

  Cash                            $     470

  Total assets                    $     470


                       LIABILITIES AND STOCKHOLDERS EQUITY

  LIABILITIES
    Current Liabilities            $       -


  Total Liabilities                $       -

  Stockholders' equity:
    Common stock (number of
    shares authorized 75,000,000,
    issued and outstanding 
    32,550,000 shares, par value
    $.00002/share                   $     651
  Additional paid in capital            1,614
  Retained earnings (deficit)        $ (1,795)
  Stockholders' Equity              $     470

  Total Liabilities and
   Stockholders' Equity             $     470
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>

                                   ADINA, INC.
                          (a development stage company)
<TABLE>                                        
<S>                          <C>                    <C>       
                                 
                             STATEMENTS OF OPERATION
              For the years ended April 30, 1997 and April 30, 1996

                                  Year Ended          Year Ended
                                April  30, 1997      April  30,1996

  Income                 $          -        $      -

  Expenses-General and
    administrative                  -               -

  Net Income (loss)      $          -        $      -


  Earnings per common
   share*

  *(less than $0.001
    per share)

  Weighted average number
   of shares outstanding       32,550,000       32,550,000
</TABLE>

  The accompanying notes are an integral part of these financial statements.
  <PAGE>

                                   ADINA, INC.
                          (a development stage company)

                                       
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                        
                  For the years ended April 30, 1997, and 1996
<TABLE>
<S>            <C>       <C>          <C>             <C>         <C>
                    Common                   Deficit
                    Stock             Additional     During the
               Shares      Par        Paid-In        Development  Shareholders
               Issued     Value       Capital           Stage            Equity

Balance at April
 30, 1994   32,550,000   $ 651       $1,614         $ (1,795)     $470

Net profit (loss)
  for the period
  ended April 30,
       1995     -          -             -              -           -

Balance at April
   30,1995  32,550,000   $ 651        $1,614         $ (1,795)    $470

Net profit (loss)
for the period
ended April 30,
   1996          -        -              -              -            -

Balance at April
  30, 1996   32,550,000  $ 651         $1,614         $ (1,795)   $470


Net Profit (loss)
for the period
ended April 30,
1997              -        -              -           -              -

Balance at April
30, 1997     32,550,000  $ 651          $ 1,614        $ (1,795)  $470


</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                   ADINA, INC.
                          (a development stage company)
                                        
                             STATEMENT OF CASH FLOWS
              For the years ended April 30, 1997 and April 30, 1996
<TABLE>
<S>                                <C>                <C>

                                   1997            1996


  CASH FLOWS FROM
   OPERATING ACTIVITIES        $    -            $    -

  TOTAL CASH RECEIVED               -                 -

 Cash paid to Employees and Other
  Suppliers of Goods & Services     -                 -

  NET CASH PROVIDED(USED)
  BY OPERATING ACTIVITIES           -                 -

  CASH FLOWS FROM IN-
   VESTING ACTIVITIES               -                 -

  NET CASH PROVIDED(USED)
  BY OPERATING ACTIVITIES            -                 -

  CASH FLOWS FROM FINAN-
    CIAL ACTIVITIES                  -                 -

  NET CASH PROVIDED(USED)
  BY FINANCIAL ACTIVITIES             -                 -

  NET INCREASE (DECREASE)
    IN CASH                          -                 -

  BEGINNING CASH BALANCE           470               470

  CASH BALANCE AT APRIL 30       $ 470           $   470
</TABLE>

  The accompanying notes are an integral part of these financial statements.


                                   ADINA, INC.
                          (a development stage company)
                          Notes to Financial Statements

Organization and Summary of Significant Accounting Policies

          This summary of significant accounting policies is presented to assist
in  understanding  the  financial statements of Adina,  Inc.   These  accounting
policies conform to generally accepted accounting principles.

  Organization

     The Company was organized on June 24, 1987 as a Delaware corporation and  a
fiscal  year  end  of April 30 was selected.  The Company was  formed  by  Forme
Capital,  Inc.  which  distributed 100% of the Common  Stock  in  issue  to  its
stockholders in December, 1987.

     Through April 30, 1997 the operations of the Company have not yet commenced
and  activities  to  date have been primarily organizational  in  nature.    The
Company  intended to evaluate, structure and complete a merger  or  acquisition,
and such a transaction occurred subsequent to the financial year end.

  Income Taxes

           For the years ended April 30, 1996 and 1997, the Company has incurred
approximately $1,795 in operating losses.  Since realization of the tax benefits
of  these  net operating losses is not assured beyond any reasonable  doubt,  no
recognition  has been given to possible future tax  benefits in  the  April  30,
1997 financial statements.

  Net Income (Loss) Per Common Share

     The net income/loss per common share is computed by dividing the net income
(loss) for the period by the number of shares outstanding at April 30, 1997.

  Capital Stock

     On  March  14,  1994, shareholders approved an increase in  the  number  of
authorized shares and a reduction in the par value of each share.

     The  number of shares authorized are 75,000,000, and the number  of  shares
issued  and outstanding at April 30, 1997 are 32,550,000 with the par  value  of
each  share  being $0.00002.  Subsequent to the year end additional shares  were
issued  to  Daniel  Wettreich an officer and director  resulting  in  75,000,000
shares issued and outstanding.

     The  holders  of the Company's stock are entitled to receive  dividends  at
such  time  and in such amounts as may be determined by the Company's  Board  of
Directors.   All shares of the Company's Common Stock have equal voting  rights,
each  share being entitled to one vote  per share for the election of  directors
and for all other purposes.


Related Party Transactions

     Subsequent  to  the  period  under review,  Registrant  acquired  6,029,921
restricted  shares of  Alexander Mark Investments (USA), Inc. ("AMI")  a  NASDAQ
OTC  Bulletin  Board public company of which Mr. Wettreich  is  an  officer  and
director  by  the  issuance  of  42,450,000 restricted  common  shares  of   the
Registrant to Mr. Wettreich.

     Subsequent to the period under review, Registrant subscribed for 53,811,780
Preferred  Shares,  Series  J of Camelot Corporation,  a  NASDAQ  listed  public
company of which Mr. Wettreich is an officer and director.  Registrant exchanged
all the shares it owned in AMI for the Camelot Preferred Shares.  Mr. Gregory is
an officer of Camelot.

     Form  8-K's describing these transactions and filed by the Registrant  have
been incorporated by reference dated May 15, 1997 with amendments and dated  May
20, 1997 with amendments.

Subsequent Events

     The  Form 8-K's incorporated by reference reflect activities by the Company
subsequent  to  the  year  end.   The Form 8-K's  include  pro  forma  financial
statements.

Registration Statement

     These  statements should be read in conjunction with the audited  financial
statements  and  notes thereto included in the Company's Registration  Statement
under the Securities Act of 1933 (with  amendments) effective December 9, 1987.

  Item 9. Disagreements on Accounting and Financial Disclosure

          A Form 8-K has not been filed within 24 months of the date of the most
recent statements to report a change in accountants, nor has there been a filing
to  report  a  disagreement on any matter of accounting principle  or  financial
statement disclosure.
<PAGE>

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant

     The   following  persons   serve  as  directors  and/or  officers  of   the
Registrant:
<TABLE>
<S>                 <C>      <C>          <C>                  <C>
Name               Age    Position        Period Served       Term Expires
Daniel Wettreich   45      Director,     June 24, 1987       Next Annual
                           President,                         Meeting
                           Treasurer
Robert Gregory     45      Director,      January 3, 1997     Next Annual
                           Secretary                           Meeting
</TABLE>

Daniel Wettreich

Daniel  Wettreich is Chairman, President and Director of the Company since  June
1987.   Since September 1988, he has been the Chief Executive Officer, President
and  Director  of  Camelot  Corporation<F1>,  a  NASDAQ listed  public  company.
Additionally,  he currently holds directors   positions in the following  public
companies   Alexander Mark Investments (USA), Inc., Malex, Inc., Forme  Capital,
Inc., Tussik, Inc. and Meteor Technology plc.  In July 1993, he was appointed  a
Director  of  Goldstar Video Corporation<F2> following an investment by Camelot.
Mr.  Wettreich  has  a  Bachelor  of Arts in Business  Administration  from  the
University of Westminister, London, England.

Robert  Gregory

Robert Gregory is a director of the Company since January 1997.  He is also Vice
President-Finance  for  Camelot  Corporation.  He  was  previously  Director  of
Finance of Jenkens & Gilchrist, one of Texas's largest law firms, prior to which
he  was  controller  of  Memorex Telex Corporation, a manufacturer  of  computer
equipment.   Previously, from 1985 he was controller of communications  division
of Electronic Data Systems, an international provider of information technology.
In addition to being a Certified Public Accountant, he has an MBA from Creighton
University and a BS in Accounting from the University of Nebraska.
[FN]
        (1)     A subsidiary of Camelot Corporation, Camelot Entertainment filed
Chapter 7 liquidation in January, 1995.

        (2)     Goldstar  Video Corporation filed for protection from  creditors
pursuant  to  Chapter 11 in October, 1993, and has converted  to  a  liquidation
proceeding.
[/FN]


Item 11.  Executive Compensation

     The  following  table  lists  all cash compensation  paid  to  Registrant's
executive officers as a group for services rendered in all capacities during the
fiscal year ended April 30, 1997.  No   individual officer received compensation
exceeding  $100,000;  no  bonuses were granted  to  any  officer,  nor  was  any
compensation deferred.

CASH COMPENSATION TABLE

  Name of individual    Capacities in                 Cash
  Number in Group      Which Served               Compensation

                              NONE

     Directors of the Registrant receive no salary for their services  as  such,
but are reimbursed for reasonable expenses incurred in attending meetings of the
Board of Directors.

     Registrant has no compensatory plans or arrangements whereby any  executive
officer  would  receive payments from the Registrant or a third party  upon  his
resignation,  retirement  or termination of employment,  or  from  a  change  in
control of Registrant or a change in the officer's responsibilities following  a
change in control.

Item 12.Security Ownership of Certain Beneficial Owners and Management

     The  following table shows the amount of common stock, $0.00002 par  value,
owned  as  of July 18, 1997, by each person known to own beneficially more  than
five  percent  (5%) of the outstanding common stock of the Registrant,  by  each
director,  and  by  all  officers and directors as a group  (2  persons).   Each
individual has sole voting power and sole investment power with respect  to  the
shares beneficially owned.

<TABLE>
<S>                            <C>                         <C> 
Name and Address of           Amount and Nature of          Percent
   Beneficial Owner           Beneficial Ownership          of Class

  Daniel Wettreich                43,641,397 <F1>             58.2%
  17770 Preston Road
  Dallas, Texas 75252

  All Officers and Directors
  as a group (2 persons)           43,641,397                 58.2%

  Mick Y. Wettreich
  34 Monarch Ct.                   30,550,000                40.73%
  Lyttleton Road
  London England  N2ORA
<FN>

   (1)     216,397 of these shares are in the name of Mr. Wettreich's minor son,
and  225,000  of  these  shares are in the name of  Mr.  Wettreich's  wife.  Mr.
Wettreich has disclaimed ownership of the shares owned by and his wife and son.
</FN>
Item 13.   Certain Relationships and Related Transactions

     Registrant was incorporated in Delaware on June 24, 1987, as a wholly owned
subsidiary of Forme Capital, Inc. a company of which Mr. Daniel Wettreich  is  a
director and officer and on December 9, 1987 all Registrant's then issued shares
were  distributed  to  Forme  stockholders. Registrant  had   no  operations  or
substantial assets until subsequent to the end of the fiscal year.

     Subsequent  to  the  period under review the Registrant  acquired  majority
control in AMI which Registrant then used as consideration for a subscription of
Preferred Shares, Series J of Camelot.  Mr. Wettreich is a director and  officer
of both AMI and Camelot.

                                     PART IV

  Item 14.   Exhibits, Financial Statement Schedules, and Reports on
  Form 8-K

   (a)(1)  The following financial statements are included in Part II, Item 8 of
this report for fiscal year ended April 30, 1997.

       Balance Sheets
       Statements of Operations
       Statements of Changes in Stockholders' Equity
       Statements of Cash Flows
       Notes to Consolidated Financial Statements

  (a)(2)  All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are  inapplicable and have therefore been omitted.

  (a)(3)   Exhibits included herein:      NONE

        Reports on Form 8-K: Report dated May 20, 1997 and amendments reflecting
Items 2 and 7.
  <PAGE>

                                  SIGNATURES


Pursuant  to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act  of  1934,  the Registrant has duly caused this report to be signed  on  its
behalf by the undersigned, thereunto duly authorized.

  ADINA, INC.
  (Registrant)



  By:     /s/Daniel Wettreich
          Daniel Wettreich, President

  Date:   July  29, 1997


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been signed below by the following persons on behalf of the Registrant  and
in the capacities and on the dates indicated.


  By:     /s/Daniel Wettreich
          Daniel Wettreich, Director;
          President (Principal Executive
          Officer); Treasurer (Principal
          Financial Officer)

  Date:   July 29, 1997


  By:     /s/ Robert Gregory
     Robert Gregory, Director, Secretary

  Date:   July 29, 1997


</TABLE>