U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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, 1997
[ ]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.)
17770 Preston Road, Dallas, Texas 75252
(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 $ - .
As of July 18, 1997, the aggregate market value of the voting stock hold by
non-affiliates was $7,813.
The number of shares outstanding of the Registrant's common stock $0.00002
par value was 75,000,000 at July 18, 1997.
Documents Incorporated by Reference. Form 8-K dated May 20, 1997 and
amendments
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.
Subsequent to the period under review, on May 20, 1997 Registrant issued
42,450,000 new common shares to Daniel Wettreich 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. As a result
Registrant presently owns 49% of the outstanding voting shares of 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. Mr. Wettreich
is a director and officer of AMI and Camelot. (See Form 8-K dated May 20, 1997
with amendments hereby incorporated by reference.)
Registrant is now a holding company with interests in technology and
communications. Camelot is a NASDAQ listed public holding company with
subsidiaries in technology and telecommunications, including Third Planet
Publishing, Inc. and also now owns 80% of AMI. The primary asset of AMI is 57%
of the outstanding share capital of Meteor Technology, Ltd. ("Meteor") a U.K.
public company listed on the Alternative Investment Market of the London Stock
Exchange. Meteor has two principal subsidiaries Meteor Payphones and DigiPhone
International. Meteor Payphones operates approximately 2000 payphones
throughout the United Kingdom. DigiPhone International is the worldwide
distributor for the products of Third Planet Publishing which include Proficia,
DigiPhone 2.0 and VideoTalk. Proficia is an audio handset that connects to a
computer, providing quality sound for internet telephony, computer telephony,
and multimedia applications. DigiPhone 2.0 is a software product enabling real
time full-duplex audio conversations over the Internet. VideoTalk is a complete
hardware and software system which, when connected to a multimedia PC, enables
full-duplex video conferencing over the Internet.
Item 2. Properties
Registrant shares offices at 17770 Preston Road, Dallas, Texas 75252 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.
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, 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, 1997, there were approximately 1,000 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
1997 1996
Gross Revenue $ - $ -
Income (loss)
from continuing
operations - -
Income (loss)
from continuing
operations
per share * *
Total Assets 470 470
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 subsequent to the end of the fiscal 1997
year. (See Item 1. Business)
Registrant is now a holding company with interests in Camelot, AMI and
Meteor, all of which are public companies.
Liquidity and Capital Resources
During the period under review the Registrant was a development-stage
company and had not conducted any business operations as yet. Subsequent to
the period under review the Registrant now has interests in operating
businesses. The Directors believe that Camelot, AMI and Meteor have adequate
resources to meet their needs for the next twelve months. The Registrant has no
real material needs and the Directors believe it therefore has sufficient
resources for the next twelve months.
Item 8. Financial Statement and Supplementary Data
Index to Financial Statements
Report of Independent Certified Accountants
Financial Statements for April 30, 1997, and 1996
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE>
MICHAEL W. ZINN, INC.
Certified Public Accountant
5930 McCommas Blvd., Dallas, Texas 75206
Telephone (214) 821-2369
Auditor's Report
To: Board of Directors
ADINA, INC.
We have audited the accompanying balance sheets of Adina, Inc., a development
stage company, as of April 30, 1997, and the related statements of operations,
changes in stockholders equity and cash flows for the years ended April 30, 1997
and 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we 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.
We believe that our audits provide a reasonable basis for our opinion.
In our 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, 1997, and the results of its operations, statement of changes in
stockholders' equity, and its cash flows for the years ended April 30, 1997, and
1996, in conformity with generally accepted accounting principles.
Michael Zinn, CPA
Dallas, Texas
July 18, 1997
<PAGE>
ADINA, INC.
(a development stage company)
BALANCE SHEETS
For the year ended April 30, 1997
<TABLE>
<S> <C>
ASSETS
Year Ended
April 30, 1997
CURRENT ASSETS
Cash $ 470
Total assets $ 470
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES
Current Liabilities $ -
Total Liabilities $ -
Stockholders' equity:
Common stock (number of
shares authorized 75,000,000,
issued and outstanding
32,550,000 shares, par value
$.00002/share $ 651
Additional paid in capital 1,614
Retained earnings (deficit) $ (1,795)
Stockholders' Equity $ 470
Total Liabilities and
Stockholders' Equity $ 470
</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, 1997 and April 30, 1996
Year Ended Year Ended
April 30, 1997 April 30,1996
Income $ - $ -
Expenses-General and
administrative - -
Net Income (loss) $ - $ -
Earnings per common
share*
*(less than $0.001
per share)
Weighted average number
of shares outstanding 32,550,000 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, 1997, and 1996
<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, 1994 32,550,000 $ 651 $1,614 $ (1,795) $470
Net profit (loss)
for the period
ended April 30,
1995 - - - - -
Balance at April
30,1995 32,550,000 $ 651 $1,614 $ (1,795) $470
Net profit (loss)
for the period
ended April 30,
1996 - - - - -
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
</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, 1997 and April 30, 1996
<TABLE>
<S> <C> <C>
1997 1996
CASH FLOWS FROM
OPERATING ACTIVITIES $ - $ -
TOTAL CASH RECEIVED - -
Cash paid to Employees and Other
Suppliers of Goods & Services - -
NET CASH PROVIDED(USED)
BY OPERATING ACTIVITIES - -
CASH FLOWS FROM IN-
VESTING ACTIVITIES - -
NET CASH PROVIDED(USED)
BY OPERATING ACTIVITIES - -
CASH FLOWS FROM FINAN-
CIAL ACTIVITIES - -
NET CASH PROVIDED(USED)
BY FINANCIAL ACTIVITIES - -
NET INCREASE (DECREASE)
IN CASH - -
BEGINNING CASH BALANCE 470 470
CASH BALANCE AT APRIL 30 $ 470 $ 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, 1997 the operations of the Company have not yet commenced
and activities to date have been primarily organizational in nature. The
Company intended to evaluate, structure and complete a merger or acquisition,
and such a transaction occurred subsequent to the financial year end.
Income Taxes
For the years ended April 30, 1996 and 1997, 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,
1997 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, 1997.
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.
The number of shares authorized are 75,000,000, and the number of shares
issued and outstanding at April 30, 1997 are 32,550,000 with the par value of
each share being $0.00002. Subsequent to the year end additional shares were
issued to Daniel Wettreich an officer and director resulting in 75,000,000
shares issued and outstanding.
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
Subsequent to 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.
Subsequent to the period under review, 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. Mr. Gregory is
an officer of Camelot.
Form 8-K's describing these transactions and filed by the Registrant have
been incorporated by reference dated May 15, 1997 with amendments and dated May
20, 1997 with amendments.
Subsequent Events
The Form 8-K's incorporated by reference reflect activities by the Company
subsequent to the year end. The Form 8-K's include pro forma financial
statements.
Registration Statement
These statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Registration Statement
under the Securities Act of 1933 (with amendments) effective December 9, 1987.
Item 9. Disagreements on Accounting and Financial Disclosure
A Form 8-K has not been filed within 24 months of the date of the most
recent statements to report a change in accountants, nor has there been a filing
to report a disagreement on any matter of accounting principle or financial
statement disclosure.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The following persons serve as directors and/or officers of the
Registrant:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position Period Served Term Expires
Daniel Wettreich 45 Director, June 24, 1987 Next Annual
President, Meeting
Treasurer
Robert Gregory 45 Director, January 3, 1997 Next Annual
Secretary Meeting
</TABLE>
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the Company since June
1987. Since September 1988, he has been the Chief Executive Officer, President
and Director of Camelot Corporation<F1>, a NASDAQ listed public company.
Additionally, he currently holds directors positions in the following public
companies Alexander Mark Investments (USA), Inc., Malex, Inc., Forme Capital,
Inc., Tussik, Inc. and Meteor Technology plc. 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.
Robert Gregory
Robert Gregory is a director of the Company since January 1997. He is also Vice
President-Finance for Camelot Corporation. He was previously Director of
Finance of Jenkens & Gilchrist, one of Texas's largest law firms, prior to which
he was controller of Memorex Telex Corporation, a manufacturer of computer
equipment. Previously, from 1985 he was controller of communications division
of Electronic Data Systems, an international provider of information technology.
In addition to being a Certified Public Accountant, he has an MBA from Creighton
University and a BS in Accounting from the University of Nebraska.
[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.
[/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, 1997. 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, 1997, 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 (2 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 43,641,397 <F1> 58.2%
17770 Preston Road
Dallas, Texas 75252
All Officers and Directors
as a group (2 persons) 43,641,397 58.2%
Mick Y. Wettreich
34 Monarch Ct. 30,550,000 40.73%
Lyttleton Road
London England N2ORA
<FN>
(1) 216,397 of these shares are in the name of Mr. Wettreich's minor son,
and 225,000 of these shares are in the name of Mr. Wettreich's wife. Mr.
Wettreich has disclaimed ownership of the shares owned by and his wife and son.
</FN>
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 subsequent to the end of the fiscal year.
Subsequent to the period under review the Registrant acquired majority
control in AMI which Registrant then used as consideration for a subscription of
Preferred Shares, Series J of Camelot. Mr. Wettreich is a director and officer
of both AMI and Camelot.
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, 1997.
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.
<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 29, 1997
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 29, 1997
By: /s/ Robert Gregory
Robert Gregory, Director, Secretary
Date: July 29, 1997
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000826773
<NAME> ADINA, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> APR-30-1997
<CASH> 470
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 470
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 470
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 651
<OTHER-SE> (181)
<TOTAL-LIABILITY-AND-EQUITY> 470
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
