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, 1996
[x]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)
(214) 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 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 $ - .
As of July 18, 1996, the aggregate market value of the voting stock
hold by non-affiliates was $5,872.
The number of shares outstanding of the Registrant's common stock
$0.00002 par value was 32,550,000 at July 18, 1996.
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 issued shares were distributed to
Forme stockholders. Registrant has no operations or substantial
assets, and through Forme 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. All costs
incurred up to a maximum amount of $9,200 will be paid by Forme.
Existing shareholders of Registrant will, in all probability,
experience significant dilution of their ownership of Registrant and
should experience an appreciation in the net book value per share.
Management will place no restrictions on the types of businesses which
may be acquired. In determining the suitability of a combination
partner, Management will require that the business being acquired has
a positive net worth, that it show evidence of being well-managed, and
that its owners and management have a good reputation within the
business community. Management intends to seek out business
combination partners by way of its business contacts, including
possible referrals from the Registrant's accountants and attorneys,
and may possibly utilize the services of a business broker.
Registrant is now seeking an acquisition and/or merger
transaction, and is effectively a blind pool company.
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.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Registrant's common stock is traded over-the-counter and the
market for the stock has been relatively inactive. The range of high
and low bid quotations for the quarters since April, 1994. The
quotations 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>
Bid Ask
Quarter Ending Low High Low High
<S> <C> <C> <C> <C>
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 30, 1995 0.015625 0.015625 0.25 0.25
April 30, 1995 0.015625 0.015625 0.25 0.25
January 31, 1995 0.015625 0.015625 0.25 0.25
October 31, 1994 0.015625 0.015625 0.25 0.25
July 31, 1994 0.015625 0.015625 0.25 0.25
April 30, 1994 0.015625 0.015625 0.25 0.25
</TABLE>
As of July 18, 1996, there were approximately 1000 shareholders on
record of Registrant's common stock, including the shares held in
street name by brokerage firms.
Item 6.Selected Financial Data
<TABLE>
Year Ended Year Ended Year Ended Year Ended Year Ended
April 30 April 30 April 30 April 30 April 30
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Gross Revenue $ - $ - $ - $ - $ -
Income (loss)
from continuing
operations - - - - -
Income (loss)
from continuing
operations
per share * * * * *
Total Assets 470 470 10 10 10
Long-term
Obligations
and redeemable
Preferred Stock - - - - -
Cash Dividends Per
Share - - - - -
</TABLE>
<PAGE>
Item 7. Management Discussion and Analysis of Financial Condition and
Results of Operations
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. Following a distribution of its common stock
to the shareholders of Forme Capital, Inc. the Registrant has
approximately 1000 shareholders.
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.
Liquidity and Capital Resources
Registrant is a development-stage company and has not conducted
any business operations as yet. 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.
Item 8. Financial Statement and Supplementary Data
Index to Financial Statements
Report of Independent Certified Accountants
Financial Statements for April 30, 1996, and 1995
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, 1996, and the related
statements of operations, changes in stockholders equity and cash
flows for the years ended April 30, 1996, and 1995. 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, 1996, and the results of its
operations, statement of changes in stockholders' equity, and its cash
flows for the years ended April 30, 1996, and 1995, in conformity with
generally accepted accounting principles.
Michael Zinn, CPA
Dallas, Texas
July 18, 1996
<PAGE>
ADINA, INC.
(a development stage company)
BALANCE SHEETS
For the year ended April 30, 1996
ASSETS
<TABLE>
Year Ended
April 30, 1996
<S>
CURRENT ASSETS
<C>
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)
STATEMENTS OF OPERATION
For the years ended April 30, 1996 and April 30, 1995
<TABLE>
Year Ended Year Ended
April 30, 1996 April 30, 1995
<S> <C> <C>
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, 1996, and 1995
<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
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
ADINA, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
For the years ended April 30, 1996 and April 30, 1995
<TABLE>
1996 1995
<S> <C> <C>
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 INVESTING ACTIVITIES - -
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES - -
CASH FLOWS FROM FINANCIAL 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.
<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.
Planned principal operations of the Company have not yet commenced and
activities to date have been primarily organizational in nature. The
Company intends to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships.
Income Taxes
For the years ended April 30, 1995 and 1996, 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, 1996 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, 1996.
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, number of shares
issued and outstanding are 32,550,000 and the par value of each share
is $0.00002.
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
On March 15, 1994, the Company issued 30,550,000 shares of common
stock for $1,000 to the brother of the President.
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.
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 44 President, June 24, 1987 Next Annual
Treasurer Meeting
Jeanette Fitzgerald 35 Director, March 14, 1994 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(1), a
NASDAQ listed public company in CD-ROM software. Since 1981, he has
been the President and Director of Wettreich Financial Consultants,
Inc., a financial consulting company. Additionally, he currently
holds directors positions in the following public companies Danzar
Investment Group, Inc., Malex, Inc., Forme Capital, Inc., and Tussik,
Inc., which are dormant companies seeking merger opportunities. In
July 1993, he was appointed a Director of Goldstar Video Corporation(2)
following an investment by Camelot. From January 1985
to February 1988 he was a founding director of Phoenix Network, Inc.,
a public telecommunications company listed on the American Stock
Exchange. Mr. Wettreich has a Bachelor of Arts in Business
Administration from the University of Westminister, London, England.
<PAGE>
Jeanette P. Fitzgerald
Jeanette Fitzgerald is the Secretary and a Director since March
1994. She is a member of the State Bar of Texas and the Business Law
and Oil, Gas and Mineral Law sections. She is also the Corporate
Secretary and Director of Wettreich Financial Consultants, Inc. She is
also Vice President and General Counsel and a Director of Camelot
Corporation(1). Further, she is a Director of Tussik, Inc., Malex,
Inc., Forme Capital, Inc., and Danzar Investment Group, Inc., which
are public companies. In July 1993, she was appointed a Director of
Goldstar Video Corporation (2)following an investment by Camelot. She
graduated from Texas Tech University School of Law receiving both a
Doctorate of Jurisprudence and a Masters of Business Administration in
May 1986. Previous to that, she graduated from the University of
Michigan with a Bachelors of Business Administration in December 1982.
(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.
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, 1996. 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, 1996, 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
<PAGE>
directors as a group (2 persons). Each individual has sole voting
power and sole investment power with respect to the shares
beneficially owned.
<TABLE>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
<S> <C> <C>
Daniel Wettreich 1,624,190 (1) 4.98%
17770 Preston Road
Dallas, Texas 75252
All Officers and Directors
as a group (2 persons) 1,624,190 4.98%
Mick Y. Wettreich
34 Monarch Ct. 30,550,000 93.85%
Lyttleton Road
London England N2ORA
</TABLE>
(1) 649,190 of these shares are in the name of The Wettreich Heritage
Trust, a Texas Trust, whose beneficiaries are the children of Daniel
Wettreich, and 225,000 of these shares are in the name of Zara
Wettreich, the wife of Daniel Wettreich. Mr. Wettreich has disclaimed
ownership of the shares owned by the Trust and his wife.
Item 13. Certain Relationships and Related Transactions
Forme Capital, Inc., the Registrant's former parent company, has
agreed with The Wettreich Heritage Trust that upon any disposition of
the Registrant's stock held by the Trust, the Trust will repay 200% of
Forme's out-of-pocket costs incurred in effecting the spin-off, not to
exceed the cash consideration received by the Trust.
On March 15, 1994, Registrant issued 30,550,000 shares of common
stock to the brother of the President. This resulted in a change of
control.
<PAGE>
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, 1996.
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: NONE
<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 30, 1996
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 30, 1996
By: /s/Jeanette Fitzgerald
Jeanette Fitzgerald, Director, Secretary
Date: July 30, 1996
</PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000826773
<NAME> ADINA, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> APR-30-1996
<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>
