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 October 31, 1998
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
<PAGE>
ADINA, INC.
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
<TABLE>
CONSOLIDATED BALANCE SHEETS
ASSETS
(In Thousands)
<S> <C> <C>
October 31, 1998April 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)
October 31, 1998April 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)
(In Thousands, Except Share and Per Share Data)
<TABLE>
<S> <C> <C>
Six Months Ended
October 31,
1998 1997
(Adjusted)
REVENUE $ - $ -
COST OF SALES - -
GROSS PROFIT (LOSS) - -
OPERATING EXPENSES:
General and administrative - 300.0
Depreciation and amortization - -
- (300.0)
LOSS FROM OPERATIONS - (300.0)
NET INCOME (LOSS) - (300.00)
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>
Six Months Ended
October 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 October 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 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.
None
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: November 30, 1998
[ARTICLE] 5
[CIK] 0000826773
[NAME] ADINA, INC.
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] APR-30-1999
[PERIOD-END] OCT-31-1998
[CASH] 91
[SECURITIES] 849
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 940
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 940
[CURRENT-LIABILITIES] 1763
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 207
[OTHER-SE] (1030)
[TOTAL-LIABILITY-AND-EQUITY] 940
[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>
