U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549
                                  
                             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) 818-3443
          (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
<PAGE>
                              ADINA, INC.
                                   
                    PART I:  FINANCIAL INFORMATION
                                   
ITEM 1.   Financial Statements

                      CONSOLIDATED BALANCE SHEETS
                                   
                                ASSETS
<TABLE>
<S>                                          <C>            <C>
                                       January 31, 1999April 30, 1998
                                         (Unaudited)(Audited/ Adjusted)

CURRENT ASSETS
  Cash and cash equivalents               $       91     $       91
  Investment in Preferred Stock                  849            849
       Total current assets                      940            940

                                   
                 LIABILITIES AND STOCKHOLDERS' EQUITY
                                   
                                       January 31, 1999April 30, 1998
                                         (Unaudited)     (Audited)

CURRENT LIABILITIES
  Accounts payable - related parties      $    1,763     $    1,763
     Total current liabilities                 1,763          1,763


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                   4,907          4,907
  Accumulated deficit                        (5,937)        (5,937)
       Total stockholders' equity              (823)          (823)

TOTAL LIABILITITES
AND STOCKHOLDERS' EQUITY                  $      940     $      940
</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                              ADINA, INC.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)
<TABLE>
<S>                                            <C>           <C>
                                              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


</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                              ADINA, INC.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (UNAUDITED)
                                   
<TABLE>
<S>                                          <C>            <C>
                                              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                   $       -     $       -

</TABLE>

See accompanying notes to these consolidated financial statements.
<PAGE>
                             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.
<PAGE>
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.

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:     March 3, 1999