U.S SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-KSB

                              AMENDMENT NO. 1

(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, 1998

[   ]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.)

2415 Midway Road, Suite 115, Carrollton, Texas      75006
           (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 $  3,692.

     As of July 18, 1998, the aggregate market value of the voting stock held by
non-affiliates was $7,813.

     The  number of shares outstanding of the Registrant's common stock $0.00002
par value was 10,330,610 at July 18, 1998.

     Documents  Incorporated by Reference.

                    NONE

  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.

    On May 20, 1997 Registrant  issued 42,450,000 new common
shares to Daniel Wettreich the President of Registrant 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.   At that time, Mr. Wettreich was a
director and officer of AMI and 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.
As a result Registrant then owned 1,345,295 Preferred Stock,
Series J of Camelot.

In August 1997 Registrant's shareholders approved a 1-30 reverse stock split so
as to reduce the number of outstanding shares and enable future issuance of new
shares to be facilitated.

In September 1997, Forsam Venture Funding, Inc. ("Forsam"), a private company of
which Mr. Wettreich was a director and officer,  subscribed for 11,700,000
restricted common shares for the sum of $117,000.

In September 1997, Registrant loaned $60,000 to Louis Investments, Inc. a
private company owned by the wife and children of  Daniel Wettreich, evidenced
by a demand note carrying a 6% per annum interest rate.  In November 1997,
Registrant loaned $55,000 to the children of Daniel Wettreich evidenced by a
demand note carrying a 6% per annum interest rate.

In order to better position the Registrant to be able to conclude a merger or
acquisition transaction in the future, the Registrant determined to enter into a
series of transactions on April 28, 1998 which were intended to simplify its
corporate structure.  On  April  28,  1998  Forsam  issued
1,345,295  Preferred Shares, Series X ("Series X") to  Registrant
in  exchange  for  the  1,345,295 Camelot  Corporation  Preferred
Shares,  Series  J then owned by Registrant.  The Series  X  are  non-
voting, non-yielding and have a preference over the common shares
of Forsam in the event of liquidation.

Also  April  28, 1998, Registrant agreed with Forsam to exchange the 11,700,000
common shares in
Registrant  owned by Forsam  for  two  note
receivables plus interest  in  the  total amount of $118,475.   Registrant
canceled  the  11,700,000 common shares so  they  are  no  longer
outstanding.  Further Registrant   also  accepted  the  tendering  by Forsam of
1,466,939  shares  to  the  Company  for  cancellation  with   no
consideration.  Mick  Y.  Wettreich  now  owns   98.5%   of   the
outstanding common shares and is the controlling shareholder of Registrant.  By
Written Consent of
Shareholders representing over 80% of the outstanding  shares,  a
10-1  forward stock split was approved April 28, 1998.

Item 2. Properties

     Registrant shares offices at 2415 Midway Road, Suite 115, Carrollton, Texas
75006 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.  By written consent of shareholders representing over 80%
of the outstanding shares a 10-1 forward stock split was approved April 28,
1998.


                                 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, 1998       0.015625   0.015625    0.25   0.25
    January 31, 1998     0.015625   0.015625    0.25   0.25
    October 31, 1998     0.015625   0.015625    0.25   0.25
    July 31, 1998        0.015625   0.015625    0.25   0.25
    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, 1998, there were approximately 627 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
                                        1998        1997

  Gross Revenue                     $  3,692         $   -
  Income (loss)
   from continuing
   operations                          (1,012)          -
  Income (loss)
   from continuing
   operations
   per share                            *                 *
  Total Assets                        1,405        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 the fiscal  1998 year.  (See Item 1.
Business)
Registrant incurred a loss of $1,012 for the 1998 fiscal year.  Revenues of
$3,692 comprised interest
received and accrued.  Registrant's expenses to date have consisted of  fees
relating to its requirements for record keeping and public filings. The only
asset of Registrant, other than a nominal cash amount is non-voting, non-
yielding, preferred stock in a private company affiliated with the president of
Registrant.  Registrant is seeking a business combination, merger or
acquisition.

Liquidity and Capital Resources

      During  the  period  under review the  Registrant  had not conducted   any
business operations other than an investment in a public company which has since
been sold (See Item 1.  Business). Registrant is
a  development-stage company.  The Registrant's cash resources and liquidity are
extremely limited.  The Registrant has no assets to use as collateral  to  allow
the  Registrant  to  borrow, and there is no available external  funding  source
other than Forme which has agreed to provide up to $9,200 for expenses connected
with  the  attempt  to find a business combination partner.  If  no  combination
partner  can  be  found within twelve months, Registrant will experience  severe
cash  flow  difficulties.   Registrant's principal needs  for  capital  are  for
Securities  and  Exchange  Commission reporting  requirements,  bookkeeping  and
professional fees.


Item 8. Financial Statement and Supplementary Data

Index to Financial Statements

Report of Independent Certified Accountants

Financial Statements for April 30, 1998, and 1997

Balance Sheets

Statement of Operations

Statement of Changes in Stockholders Equity

Statement of Cash Flows

Notes to Financial Statements
<PAGE>
                                        
                             Larry O'Donnell, CPA PC
                              2280 South Xanadu Way
                                    Suite 370
                             Aurora, Colorado  80014

Auditor's Report


To:  Board of Directors
       ADINA, INC.


I  have  audited the accompanying balance sheets of Adina, Inc., a  development
stage  company, as of April 30, 1998, and the related statements of  operations,
changes in stockholders equity and cash flows for the years ended April 30, 1998
and  1997.   These financial statements are the  responsibility of the Company's
management.   My  responsibility is to express an opinion  on  these  financial
statements based on my audits.

I conducted my audit in accordance with generally accepted auditing standards.
Those  standards require that I 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.
I believe that our audits provide a reasonable basis for our opinion.

In  my  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, 1998, and the results of its operations, statement of changes in
stockholders' equity, and its cash flows for the years ended April 30, 1998, and
1997, in conformity with generally accepted accounting principles.

Larry O'Donnell, CPA
Aurora, Colorado
April 14, 1999
<PAGE>

                                   ADINA, INC.
                          (a development stage company)

                                 BALANCE SHEETS
                        For the year ended April 30, 1998
<TABLE>
<S>                                   <C>
                                     ASSETS

                                                       Year Ended
                                                     April 30, 1998

  CURRENT ASSETS

  Cash                                                    $     91
   Non-marketable  securities                                1,314
  Total assets                                              $1,405


                       LIABILITIES AND STOCKHOLDERS EQUITY

  LIABILITIES
    Current Liabilities
     Accounts Payable - related parties                   $ 1,098


  Total Liabilities                                        $1,098

  Stockholders' equity:
    Common stock (number of
    shares authorized  75,000,000,
    issued and outstanding
    10,330,610 shares, par value
    $.00002/share                                       $     207
  Additional paid in capital                                2,907
  Deficit accumulated during the development stage      $  (2,807)

  Stockholders' Equity                                  $     307

  Total Liabilities and
   Stockholders' Equity                                 $    1,405
</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, 1998 and April 30, 1997

                                  Year Ended          Year Ended
                                April  30, 1998      April  30,1997

  Income-interest                     $ 3,692           $      -

  Expenses-General and
    administrative                       4,704                -

  Net Income (loss)                   $  (1,012)         $      -


  Earnings per common
   share*

  *(less than $0.001
    per share)

  Weighted average number
   of shares outstanding            14,198,333       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, 1998, and 1997
<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, 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

New common stock
issuance           42,450,000      $849          $849       -        -

Reverse Stock split (72,500,000)   (1,450)       1,450      -        -

New common stock
issuance             11,700,000       $234     $116,766    -     $117,000



Cancellation of
outstanding stock
for notes receivable     (11,700,000)   (234)  (116,766)     -     (117,000)
for no consideration     (1,466,939)    (29)       29        -        -

Forward Stock
Split                    9,297,549       186       (186)     -         -

Net Profit (loss)
for the period
ended April 30,
1998           -         -    -             (1,012)     (1,012)

Balance at April
30, 1998            10,330,610     207  2,907     (2807)        307

</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, 1998 and April 30, 1997
<TABLE>
<S>                                <C>                <C>

                                             1998            1997

    Net Income (loss)                     $ (1,012)      $ -

  CASH FLOWS FROM
   OPERATING ACTIVITIES
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
   Accrued interest addition to
   notes receivable                           (3,475)            -
    Write off of interest                     1,475              -
    Write up of non-marketable
         securities                             293              -
  Increase (decrease) in accounts
          payable                             1,098               -

 NET CASH RECEIVED
   (USED) in operating activities             (1,621)             -

  CASH FLOWS FROM IN-
   VESTING ACTIVITIES

  NET CASH PROVIDED(USED)
  BY INVESTING  ACTIVITIES                       -                -

  CASH FLOWS FROM FINAN-
    CIAL ACTIVITIES
     Issuance of note receivable
       related party                         (115,000)            -
     Issuance of new common
      stock                                   117,000             -

  NET CASH PROVIDED(USED)
  BY FINANCIAL ACTIVITIES                       2,000             -

  NET INCREASE (DECREASE)
    IN CASH                                       (379)            -

  BEGINNING CASH BALANCE                            470           470

  CASH BALANCE AT APRIL 30                        $ 91        $   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, 1998 the operations of the Company have been primarily
organizational  in  nature.    The Company  intends to evaluate, structure and
complete a merger  or  acquisition.

  Income Taxes

           For the years ended April 30, 1997 and 1998, 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,
1998 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, 1998.

  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.  In August
1997 shareholders approved a 1 for 30 reverse stock split.

     The  number of shares authorized are 75,000,000, and the number  of  shares
issued  and outstanding at April 30, 1998 are 10,330,610 with the par  value  of
each  share  being $0.00002.  During the year additional shares  were
issued  to  Daniel  Wettreich an officer and director  resulting  in  75,000,000
shares issued and outstanding.  In August 1997, shareholders approved a 1 for 30
reverse stock split effecting all the outstanding shares but not the par value.
In September 1997, the Company issued
11,700,000 new shares to Forsam Venture Funding, a private company of which
Daniel Wettreich,  is an officer and director,  for $117,000.  In April 1998,
11,700,000 common shares were tendered to the Company in cancellation of
$118,475 in outstanding note receivables plus interest and the Company
subsequently cancelled the shares.  An additional 1,466,939 were tendered to and
cancelled by the Company for no consideration.    By written consent of
shareholders, in April 1998 a forward stock split of 10-1 was effected on the
outstanding shares.

     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

     In May 1997, during  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.

     In May 1997, 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.

In September 1997, Forsam Venture Funding, Inc., a private company of which
Daniel
Wettreich, is an officer and director,  subscribed for 11,700,000 restricted
common shares for the sum of $117,000.

In September 1997, Registrant loaned $60,000 to Louis Investments, Inc., a
private company owned by the wife and  children of Daniel Wettreich,  evidenced
by a demand note carrying a 6% per annum interest rate.  In November 1997,
Registrant loaned $55,000 to the children of Daniel Wettreich, evidenced by a
demand note carrying a 6% per annum interest rate.

On  April  28,  1998  Forsam Venture Funding,  Inc.  issued 1,345,295  Preferred
Shares, Series X ("Series X") to  Registrant in  exchange  for  the  1,345,295
Camelot  Corporation  Preferred  Shares,  Series  J owned by Registrant.  The
Series
 X  are  non-voting, non-yielding and have a preference over the common shares
of Forsam Venture Funding, Inc. in the event of liquidation.

On  April  28, 1998, Registrant agreed with Forsam  Venture
Funding, Inc., to exchange the 11,700,000 common shares in
Registrant  owned by Forsam Venture Funding, Inc.  for  two  note
receivables  plus interest in  the  total amount of $118,475.   Registrant  has
canceled  the  11,700,000 common shares so  they  are  no  longer
outstanding.  Registrant  has  also  accepted  the  tendering  by Forsam of
1,466,939  shares  to  the  Company  for  cancellation  with   no
consideration.  Mick  Y.  Wettreich  now  owns   98.5%   of   the
outstanding common shares and has control.  By Written Consent of
Shareholders representing over 80% of the outstanding  shares,  a
10-1  forward stock split was approved April 28, 1998.

 Registrant paid approximately  $1,600.00 for stock transfer services to Stock
Transfer Company of
America, Inc., a company of which Daniel Wettreich is an officer and director.

  Item 9. Disagreements on Accounting and Financial Disclosure

None.

<PAGE>

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant

     The   following  person   serves  as  director  and/or  officer  of   the
Registrant:
<TABLE>
<S>                      <C>      <C>             <C>                  <C>
Name                Age       Position       Period Served       Term Expires
Daniel Wettreich   46         Director,      June 24, 1987       Next Annual
                              President,                               Meeting
                              Treasurer
</TABLE>

Daniel Wettreich

Daniel  Wettreich is Chairman, President and Director of the Company since  June
1987.   Since September 1988, he has been  President and  Director  of  Camelot
Corporation<F1>,  a   public  company. Additionally,  he currently holds
directors   positions in the following  public companies   Malex, Inc., Forme
Capital, Inc., and Tussik, Inc. From July 1996 to July 1998 he was a Director of
Constable Group plc (formerly Meteor Technology plc), a United Kingdom public
company(3).  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.

 [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.

(3)   A  subsidiary, Meteor Payphones Ltd and subsidiaries filed  for  voluntary
  liquidation in March 1998.
 Constable Group plc filed for voluntary liquidation in July 1998.


[/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, 1998.  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, 1998, 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  (1  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                 0                           0%
  2415 Midway Road, Ste. 115
  Carrollton, Texas 75006

  All Officers and Directors
  as a group (1 persons)

  Mick Y. Wettreich
  34 Monarch Ct               10,183,330             98.5%
  Lyttleton Road
  London England  N2ORA

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 the fiscal year ended April 1998.

On May 20, 1997 Registrant  issued 42,450,000 new common shares
to Daniel Wettreich the President of Registrant 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.   At that time, Mr. Wettreich was a
director and officer of AMI and 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.
As a result Registrant then owned 1,345,295 Preferred Stock,
Series J of Camelot.

In August 1997 Registrant's shareholders approved a 1-30 reverse stock split so
as to reduce the number of outstanding shares and enable future issuance of new
shares to be facilitated.

In September 1997, Forsam Venture Funding, Inc. ("Forsam"), a private company
of which Mr. Wettreich was a director and officer,  subscribed for 11,700,000
restricted
common shares for the sum of $117,000.

In September 1997, Registrant loaned $60,000 to Louis Investments, Inc. a
private company owned by the wife and children of  Daniel Wettreich, evidenced
by a demand note carrying a 6% per annum interest rate.  In November 1997,
Registrant loaned $55,000 to the children of Daniel Wettreich evidenced by a
demand note carrying a 6% per annum interest rate.

In order to better position the Registrant to be able to conclude a merger or
acquisition transaction in the future, the Registrant determined to enter into a
series of transactions on April 28, 1998 which were intended to simplify its
corporate structure.  On  April  28,  1998  Forsam  issued 1,345,295  Preferred
Shares, Series X ("Series X") to  Registrant
in  exchange  for  the  1,345,295 Camelot  Corporation  Preferred Shares,
Series  J then owned by Registrant.  The Series  X  are  non-voting, non-
yielding and have a preference over the common shares
of Forsam in the event of liquidation.

Also  April  28, 1998, Registrant agreed with Forsam to exchange the 11,700,000
common shares in Registrant  owned by Forsam  for  two  note receivables plus
interest
 in  the  total amount of $118,475 .   Registrant  canceled  the  11,700,000
common shares so  they  are  no  longer outstanding.  Further Registrant
also  accepted  the  tendering  by Forsam of 1,466,939  shares  to  the
Company  for  cancellation  with   no consideration.  Mick  Y.  Wettreich
 now  owns   98.5%   of   the outstanding common shares and is the controlling
shareholder of Registrant.  By Written Consent of  Shareholders representing
over 80% of the outstanding  shares,  a 10-1  forward stock split was
approved April 28, 1998.

Registrant paid  approximately $1,600.00 for stock transfer services to Stock
Transfer Company of America, Inc., a company of which Daniel Wettreich is an
officer and director.

                                  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, 1998.

       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.

       Reports on Form 8-K:  Report dated April 28, 1998 reporting Items 1 and
2.

   <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
          Chief Executive 
          Officer); Treasurer (Principal
          Financial Officer)

  Date:   APRIL 14, 1999




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