U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                                        
                                 AMENDMENT NO. 1
                                   FORM 10-QSB
                                        
                                        
     (Mark One)

      Quarterly  report  under Section 13, or 15 (d) of the Securities  Exchange
Act of 1934

     For the quarterly period ended  January 31, 1999

     Transition report under Section 13 or 15 (d) of the Exchange Act

     For the transition period from ________________ to _________________

     Commission file number          33-19435


                                                 ADINA, INC.
 (Exact Name of Small Business Issuer as Specified 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)
                                        
                                        
                                         (972) 733-3005
                (Issuer's Telephone Number, Including Area Code)
                                        
                                        
                                        
   (Former Name, Former Address and Former Fiscal Year, if Changed Since Last
                                     Report)


      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.
Yes  No
               APPLICABLE ONLY TO ISSUERS INVOLVED IN
                 BANKRUPTCY PROCEEDINGS DURING THE
                        PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes  No

                APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes  of
common equity, as of the latest practicable date:  10,330,610
                                  ADINA, INC .
                                        
                                    I N D E X
                                        
                                        
                                                        Page No.

Part I    FINANCIAL INFORMATION (UNAUDITED):

          Item 1.   Consolidated Balance
                    Sheets                                 3

                    Consolidated Statements of
                    Operations                             5

                    Consolidated Statements of
                    Cash Flows                             6

                    Notes to Consolidated
                    Financial Statements                   8

          Items 2.  Management's Discussion
                    and Analysis of Financial
                    Condition and Results of
                    Operations                             9

Part II   OTHER INFORMATION                               11
                                   ADINA, INC.
                                        
                         PART I:  FINANCIAL INFORMATION
                                        
ITEM 1.   Financial Statements

                           CONSOLIDATED BALANCE SHEETS
                                        
                                     ASSETS
                                        
                                       January 31,1999  April 30, 1998
                                         (Unaudited)  (Audited/ Adjusted)

CURRENT ASSETS
      Cash                                $       91     $       91
  Investment in Preferred Stock                1,314          1,314
       Total current assets                    1,405          1,405

                                        
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                        


CURRENT LIABILITIES
  Accounts payable - related parties      $    1,098     $    10,98
     Total current liabilities                 1,098          1,098


STOCKHOLDERS' EQUITY
  Common stock, $.0.00002 par value, 75,000,000
  shares authorized, 10,330,610 shares outstanding
  at October 31, 1998 and April 30, 1998         207            207

  Additional paid-in capital                   2,907          2,907
  Accumulated deficit                        (2,807)        (2,807)
       Total stockholders' equity                307            307

Total liabilities
and stockholders' equity                  $    1,405     $    1,405

See accompanying notes to these consolidated financial statements.
                                   ADINA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                              Nine Months Ended
                                                 Janaury 31,
                                              1999         1998
                                                        (Adjusted)

REVENUE                                    $        -   $        -

COST OF SALES                                       -            -

  GROSS PROFIT (LOSS)                               -            -

OPERATING EXPENSES:
  General and administrative                        -          300
  Depreciation and amortization                     -            -
                                                    -        (300)

LOSS FROM OPERATIONS                                -        (300)


NET INCOME (LOSS)                                   -        (300)

NET INCOME (LOSS) Per Common Share
  (*less than $0.001 per share)                     *            *


WEIGHTED AVERAGE OF COMMON
  STOCK OUTSTANDING                          10,330,610  65,771,739

See accompanying notes to these consolidated financial statements.
                                   ADINA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                        
                                        
                                              Nine Months Ended
                                                 Janauary 31,
                                             1999           1998
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                        $       -     $        -

ADJUSTMENTS TO RECONCILE NET GAIN (LOSS) TO
  NET CASH FROM OPERATING ACTIVITIES:
  Depreciation and amortization                    -             -
  Change in assets and liabilities
       Accounts and accrued  receivables           -             -
       Accounts payable and accrued expenses             -            -
          Net cash used by operating activities          -            -

CASH FLOW FROM INVESTING ACTIVITIES                -             -

CASH FLOW FROM FINANCING ACTIVITIES                -             -

NET INCREASE (DECREASE) IN CASH                    -             -

CASH AT BEGINNING OF PERIOD                       91           470

CASH AT END OF PERIOD                      $      91     $     470

SUPPLEMENTAL INFORMATION:
  Cash paid for interest                   $       -     $       -
See accompanying notes to these consolidated financial statements.
                                   ADINA, INC.
                                        
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                        
                                   (UNAUDITED)
                                        
                                        
ITEM 1.   Financial Statements and Principles of Consolidation

The  accompanying condensed consolidated financial statements have been prepared
in accordance with the instruction to Form 10-QSB, and do not include all of the
information  and footnotes required by generally accepted accounting  principles
for complete financial statements.

In  the  opinion of management, all adjustments (consisting of normal  recurring
adjustments)  considered necessary for a fair presentation have  been  included.
These  statements  should  be  read in conjunction with  the  audited  financial
statements  and  notes thereto included in the Registrant's annual  Form  10-KSB
filing for the year ended April 30, 1998.

The  accounts for January  31, 1998 have been adjusted to reflect the  year  end
accounting  treatment  of the interest in Camelot as an  investment  and  not  a
pooling of interest.

ITEM  2.   Management Discussion and Analysis of Financial Condition and Results
of Operations

The Company has no activity and is actively seeking an opportunity for merger or
acquisition.

Liquidity and Capital Resources

Registrant has no operations or substantial assets and intends to seek  out  and
obtain  candidates with which it can merge or whose operations or assets can  be
acquired through the issuance of common stock and possibly debt.

It is the present expectation of the Management of Registrant that in connection
with  any such merger or acquisition of operations or assets that the Management
of  Registrant  will  be transferred to the new controlling  shareholders.   The
Management of Registrant intends to negotiate covenants with any such company or
controlling  shareholders  that it/they will maintain Registrant's  registration
with  the  Securities  and Exchange Commission, comply with  the  terms  of  its
Articles  of Incorporation and Bylaws in all respects, maintain and  promote  an
orderly  market  in  Registrant's Common Stock and otherwise treat  Registrant's
shareholders fairly.
                                        
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.   Management  is  currently  assessing  the  year  2000
compliance  issue.  The Company will expend necessary resources to  assure  that
its  computer  systems  are  reprogrammed  in  time  to  deal  effectively  with
transactions  in the year 2000 and beyond. The Company presently believes  that,
with  modifications to existing software and conversions to  new  software,  the
Year 2000 issue will not pose significant operational problems for the Company's
computer  systems  as  so  modified, converted or replaced.   The  Company  also
believes that the cost of conversion, modification or replacement will not  have
a  material  adverse effect on the Company's financial condition or  results  of
operations.   However, if such modifications and conversions are  not  completed
timely  or third parties on which the Company relies are unable to address  this
issue in a timely manner, the Year 2000 issue may have a material impact on  the
operations of the Company.
PART II - OTHER INFORMATION
                                        
Item 4.   Submission of Matters to a Vote of Security Holders

A  majority of the shareholders approved a one for thirty reverse of the  Common
Shares,  authorized  and  outstanding and  then  amended  the  articles  of  the
Registrant  to  authorize  15,000,000 Preferred  Shares  and  25,000,000  Common
Shares.
                                        
Item 5.   Exhibits and Reports on Form 8-K.

       (a) Exhibits:
              3(1)                                Articles   of   Incorporation:
Incorporated by reference to
                                             Registration Statement filed
                                             on Form 10, June 23, 1976.

           3(2)                              Bylaws:   Incorporated by reference
as
                                             immediately above.

            (10)                               1991 Incentive Stock Option Plan:
Incorporated by reference to
                                             proxy statement for 1991.

       (b)  Reports on Form 8-K:                    Form 8-K dated May 20, 1997
                                            with amendments


                                   SIGNATURES
                                        
      Pursuant  to the requirements of the Securities Exchange Act of 1934,  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereto duly authorized.

                                             ADINA, INC.
                                             (Registrant)



                                        By:  /s/ Daniel Wettreich
                                           DANIEL WETTREICH, President


Date:     April 15, 1999