U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549
                                   
                              FORM 10-QSB
                                   
                                   
     (Mark One)

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

     For the quarterly period ended  July 31, 1998

     oTransition 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.
xYes oNo
                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.
oYes oNo
                 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
                                   
<PAGE>
                                   
                             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
                            (In Thousands)
                                   
                                   
<TABLE>
<S>
                                        <C>                 <C>
                                        July 31, 1998  April 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
                            (In Thousands)
                                   
                                        July 31, 1998  April 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 July 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)
            (In Thousands, Except Share and Per Share Data)
                                   
<TABLE>
<S>                                          <C>            <C>
                                              Three Months Ended
                                                   July 31,
                                              1998         1997
                                                        (Adjusted)

REVENUE                                    $        -   $        -

COST OF SALES                                       -            -

  GROSS PROFIT (LOSS)                               -            -

OPERATING EXPENSES:
  General and administrative                        -            -
  Depreciation and amortization                     -            -
                                                    -            -

LOSS FROM OPERATIONS                                -            -


NET INCOME (LOSS)                                   -            -

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)
                            (In Thousands)
                                   
<TABLE>
<S>                                          <C>            <C>
                                   
                                              Three Months Ended
                                                   July 31,
                                             1998           1997
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  July  31,  1997  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  will  experience significant cash  flow  problems  if  no
merger or acquisition partner is found in the next twelve months.
                                  
Year 2000 Issue

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 ofIncorporation: 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:     September 14, 1998