U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
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) 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
ADINA, INC.
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
January 31,1999 April 30, 1998
(Unaudited) (Audited/ Adjusted)
CURRENT ASSETS
Cash $ 91 $ 91
Investment in Preferred Stock 1,314 1,314
Total current assets 1,405 1,405
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - related parties $ 1,098 $ 10,98
Total current liabilities 1,098 1,098
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 2,907 2,907
Accumulated deficit (2,807) (2,807)
Total stockholders' equity 307 307
Total liabilities
and stockholders' equity $ 1,405 $ 1,405
See accompanying notes to these consolidated financial statements.
ADINA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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
See accompanying notes to these consolidated financial statements.
ADINA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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 $ - $ -
See accompanying notes to these consolidated financial statements.
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.
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.
(b) 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: April 15, 1999
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