U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                     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, 1999

          [ ] 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.)

            6959 Arapaho, Suite 122, Dallas, Texas       75248
          (Address of Principal Executive Offices)     (Zip Code)

                                   (972) 386-8907
                  (Issuer's Telephone Number, Including Area Code)

           2415 Midway Road, Suite 115, Carrollton,  Texas    75006
          (Former Address of Principal Executive Offices)   (Zip 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:

                              Common Stock, No Par Value
                                   (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 past 90 days.
          [x] Yes    [ ] No

          Check if there is no disclosure of delinquent filers in  response
          to Item 405 of Regulation S-B is not 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]
          <PAGE>
          Issuer's revenues for its most recent fiscal year is $-0-.

          As of June  7, 1999,  the aggregate  market value  of the  voting
          stock held by non-affiliates was $9,205.

          The number of shares outstanding of the Registrant's common stock
          $0.00002 par value was 10,330,610 at June 7, 1999.

          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.

          <PAGE>
          Item 2.   Properties

          Registrant shares  offices at  6959 Arapaho,  Suite 122,  Dallas,
          Texas  75248 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>
                              Bid            Ask
          Quarter Ending

          April 30, 1999      0.02734        0.625
          January 31, 1999    0.02734        0.02734
          October 31, 1998    0.02734        0.02734
          July 31, 1998       0.02734        0.02734
          April 30, 1998      0.015625       0.25
          January 31, 1998    0.015625       0.25
          October 31, 1997    0.015625       0.25
          July 31, 1997       0.015625       0.25
          April 30, 1997      0.015625       0.25

          </TABLE>

          As of June 7,  1999, there were approximately 627 shareholders on
          record of Registrant's common stock.

          <PAGE>

          Item 6.  Selected Financial Data

           <TABLE>
          <S>                      <C>            <C>
                                      Year Ended            Year Ended
                                    April 30, 1999       April 30, 1998


          Gross Revenue                  $        -     $    3,692
          Income (loss) from
             continuing operations           (3,202)        (1,012)
          Income (loss) from
             continuing operations
               per share                          *            *





                     Total Assets                91          1,405
          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 has no operations or  substantial
          assets.  (See Item  1.  Business) Registrant  incurred a loss  of
          $3,202  for  the  1999  fiscal  year.     Revenues  were  -0-.
          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.
          <PAGE>

          Item 8.   Financial Statement and Supplementary Data

          Index to Financial Statements

          Report of Independent Certified Accountants

          Financial Statements for April 30, 1999, and 1998

          Balance Sheets

          Statement of Operations

          Statement of Changes in Stockholders Equity

          Statement of Cash Flows

          Notes to Financial Statements
          <PAGE>


                             Larry O'Donnell, CPA, P.C.
          Telephone (303) 745-4545
                                                     2280 South Xanadu Way
                                                                 Suite 370
                                                 Aurora, Colorado    80014



                            Independent Auditor's Report


          Board of Directors and Stockholders
          Adina, Inc.


          I  have  audited the accompanying balance sheets of Adina,  Inc.,
          a  development  stage   company, as of  April 30,  1999, and  the
          related statements of  operations, changes in stockholders equity
          and cash flows for the years ended  April 30, 1999 and  1998  and
          for the period from inception, June 24, 1987, to April 30,  1999.
          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, 1999, and  the
          results of its operations, statement of changes in  stockholders'
          equity, and its cash  flows for the years  ended April 30,  1999,
          and 1998 and  for the period  from inception, June  24, 1987,  to
          April 30, 1999, in conformity with generally accepted  accounting
          principles.

          Larry O'Donnell, CPA

          July 22, 1999
          <PAGE>
                                     ADINA, INC.
                            (a development stage company)
           <TABLE>
          <S>                           <C>
                                   BALANCE SHEETS

                                   April 30, 1999


                                       ASSETS

                                                    Year Ended
                                                  April 30, 1999

            CURRENT ASSETS

            Cash                                  $       91

            Total assets                          $       91



                         LIABILITIES AND STOCKHOLDERS EQUITY

            LIABILITIES
              Current Liabilities
               Accounts Payable - related parties $    2,986

            Total Liabilities                     $    2,986

            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           $  (6,009)

            Stockholders' Equity                  $  (2,895)

            Total Liabilities and
             Stockholders' Equity                 $      91
          </TABLE>
          The accompanying notes  are an integral  part of these  financial
          statements.

          <PAGE>

                                     ADINA, INC.
                            (a development stage company)
          <TABLE>
          <S>                      <C>                <C>           <C>

                               STATEMENTS OF OPERATION
                For the years ended April 30, 1999 and April 30, 1998
           and for the period from inception, June 24, 1987, to April 30, 1999





                                        Year Ended Year Ended June 24, 1987
                                                                    to
                                        April 30,  April 30,    April 30,
                                          1999        1998        1999

            Income-interest              $  -0-   $    3,692     $   3,692

            Expenses-General and
              administrative              1,888        4,704         8,387
          Write down of nonmarketable
               securities                 1,314                      1,314


            Net Income (loss)            $(3,202) $    (1,012)   $  (6,009)


            Earnings per common
             share*                           *             *         *

            *(less than $0.001
              per share)

            Weighted average number
             of shares outstanding   10,333,610   14,198,333     11,826,743
          </TABLE>

            The accompanying notes are an integral part of these  financial
          statements.
          <PAGE>
                                     ADINA, INC.
                            (a development stage company)
          <TABLE>
          <S>                <C>         <C>     <C>     <C>        <C>

                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                    For the years ended April 30, 1999, and 1998


                             Common Stock                 Deficit
                             Shares                Additi  During
                             Issued         Par     onal   the    Shareholders'
                                           Value   Paid-  Develop   Equity
                                                     In    ment
                                                  Capital  Stage

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

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

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

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

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

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

          Balance at April    10,330,610      207      2,907  (2,807)  307
          30, 1998

          Net Profit
          (loss) for the
          period
          ended April 30,
          1999                   -                 -         -  (3,202) (3,202)

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

                                     ADINA, INC.
                            (a development stage company)
          <TABLE>
          <S>                                  <C>        <C>        <C>

                               STATEMENT OF CASH FLOWS
                For the years ended April 30, 1999 and April 30, 1998
           and for the period from inception, June 24, 1987, to April 30,
                                        1999

                                                                June 24,  1987
                                                1999      1998 to April 30,1999
          CASH FLOWS FROM
             OPERATING ACTIVITIES
              Net Income (loss)                 $(3,202) $(1,012)   $ (6,009)
          Adjustments to reconcile net loss
            to net cash used in operating
            activities:
                 Write down (up) of non-marketable
                   securities                     1,314    (465)        849
            Increase (decrease) in accounts
                    payable                       1,888   1,098       2,986

           NET CASH RECEIVED
             (USED) in operating activities         -      (379)     (2,174)

            CASH FLOWS FROM IN-
             VESTING ACTIVITIES

            NET CASH PROVIDED(USED)
            BY INVESTING  ACTIVITIES                -         -

            CASH FLOWS FROM FINAN-
              CIAL ACTIVITIES
          Issuance of new common
                stock                               -                 2,265

            NET CASH PROVIDED(USED)
            BY FINANCIAL ACTIVITIES                 -                 2,265

            NET INCREASE (DECREASE)
              IN CASH                               -       (379)        91

            BEGINNING CASH BALANCE                  91       470         -

            CASH BALANCE AT APRIL 30          $     91  $     91    $    91

          NONCASH INVESTING AND FINANCING ACTIVITIES
          Issuance of common stock for :
                Loans receivable                         $115,000   $115,000
                Investment                                    849        849

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


                                     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, 1998  and 1999,  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,
          1999 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, 1999.

          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, 1999 are  10,330,610
          with the par  value  of each  share  being $0.00002.  During 1997
          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  canceled
          the shares.    An  additional  1,466,939  were  tendered  to  and
          canceled 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.
          <PAGE>
          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 was  invoiced $1,888  and  $1,098 for  stock  transfer
          services during 1999  and 1998, respectively,  by Stock  Transfer
          Company of America, Inc., a company of which Daniel Wettreich  is
          an officer and director.
          <PAGE>

          Item 9. Disagreements on Accounting and Financial Disclosure

          None.

                                      PART III

          Item 10.    Directors and Executive Officers of the Registrant

          The following  person  serves as director  and/or officer of  the
          Registrant:


          Name               Age  Position  Period Served   Term Expires
          Daniel Wettreich    47  Director, June 24, 1987   Next Annual
                                  President,                Meeting
                                  Treasurer

          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(1),  a   public
           company. Additionally,  he  currently holds directors  positions
          in two other public companies Malex, Inc. and Forme Capital, 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(2)    following  an  investment   by
          Camelot. Mr.  Wettreich  has  a   Bachelor  of Arts in Business
          Administration   from   the University  of Westminister,  London,
          England.

                    (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.

          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, 1999.
          No individual  officer  received  compensation  exceeding
          $100,000;  no  bonuses were granted  to  any  officer,  nor   was
          any compensation deferred.

          <TABLE>
          <S>            <C>                  <C>           <C>
                               CASH COMPENSATION TABLE

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

                                   NONE

          </TABLE>

          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.
          <PAGE>
          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 person).
          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%
          6959 Arapaho, Ste. 122
          Dallas, Texas 75248

          All Officers and Directors
          as a group (1 person)

          Mick Y. Wettreich
          34 Monarch Ct                 10,183,330          98.5%
          Lyttleton Road
          London England  N2ORA
          </TABLE>
          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.
          <PAGE>
          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 was invoiced  $1,888 for stock transfer  services
          during 1999 to Stock Transfer Company of America, Inc., a company
          of which Daniel Wettreich is an officer and director.

          Year 2000 Readiness Disclosure

          The  Company   is   aware of the  issues  associated   with   the
          programming  code in existing computer systems as  the  year 2000
          approaches.  The issue is whether computer systems will  properly
          recognize date-sensitive information  when the   year changes  to
          2000.  The Company presently believes  that the Year 2000 issue
          will  not  pose  significant   operational problems   for   the
          Company's computer systems.  The Company   also   believes   that
           the Year 2000 issue will not have a material adverse effect   on
           the Company's financial condition or results  of operations.


                                       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, 1999.

                 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 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

            Date:   July 28, 1999


          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 28, 1999