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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, 1998
[ ]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 75-223344
(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) (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, 1998, the aggregate market value of the
voting stock held by non-affiliates was $7,813.
The number of shares outstanding of the Registrant's
common stock $0.00002 par value was 10,330,610 at July 18, 1998.
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 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.
On May 20, 1997 Registrant issued
42,450,000 new common shares to Daniel
Wettreich the President of Registrant 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. On July 14, 1997 Camelot
shareholders approved a one for forty reverse
stock split of all outstanding common shares
and Preferred Shares, Series J. Registrant
then owned 1,345,295 Preferred Stock, Series
J of Camelot. Mr. Wettreich was a director
and officer of AMI and Camelot.
On April 28, 1998 Forsam Venture Funding, Inc. issued
1,345,295 Preferred Shares, Series X ("Series X") to
Registrant
in exchange for the 1,345,295 Camelot Corporation
Preferred
Shares, Series J owned by Registrant. The Series X are
non-
voting, non-yielding and have a preference over the common
shares
of Forsam Venture Funding, Inc. in the event of liquidation.
On April 28, 1998, Registrant agreed with Forsam Venture
Funding, Inc., a private company owned by the children of
Daniel
Wettreich, President, to exchange the 11,700,000 common
shares in
Registrant owned by Forsam Venture Funding, Inc. for two
note
receivables in the total amount of $115,000. Registrant
has
canceled the 11,700,000 common shares so they are no
longer
outstanding. Registrant has also accepted the
tendering of
1,466,939 shares to the Company for cancellation with
no
consideration. Mick Y. Wettreich now owns 98.5% of
the
outstanding common shares and has control. By Written
Consent of
Shareholders representing over 80% of the outstanding
shares, a
10-1 forward stock split was approved April 28, 1998.
Item 2. Properties
Registrant shares offices at 2415 Midway Road, Suite
115, Carrollton, Texas 75006 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.
Bid Ask
Quarter Ending Low High Low High
April 30, 1998 0.015625 0.015625 0.25 0.25
January 31, 1998 0.015625 0.015625 0.25 0.25
October 31, 1998 0.015625 0.015625 0.25 0.25
July 31, 1998 0.015625 0.015625 0.25 0.25
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
As of July 18, 1998, there were approximately 1,000
shareholders on record ofRegistrant's common stock.
Item 6.Selected Financial Data
Year Ended Year Ended
April 30 April 30
1998 1997
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 - -
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 the fiscal 1998
year. (See Item 1. Business)
Liquidity and Capital Resources
During the period under review the Registrant had
not conducted any business operations other than an
investment in a public company which has since been sold
(See Item 1. Business). 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, 1998, and 1997
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
Larry O'Donnell, CPA PC
2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014
Auditor's Report
To: Board of Directors
ADINA, INC.
I have audited the accompanying balance sheets of Adina,
Inc., a development
stage company, as of April 30, 1998, and the related
statements of operations,
changes in stockholders equity and cash flows for the years
ended April 30, 1998
and 1997. These financial statements are the
responsibility of the Company's
management. My responsibility is to express an opinion
on these financial
statements based on my audits.
I conducted my audit in accordance with generally accepted
auditing standards.
Those standards require that I 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.
I believe that our audits provide a reasonable basis for our
opinion.
In my 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, 1998, and the results of its operations,
statement of changes in
stockholders' equity, and its cash flows for the years ended
April 30, 1998, and
1997, in conformity with generally accepted accounting
principles.
Larry O'Donnell, CPA
Aurora, Colorado
July 29, 1998
ADINA, INC.
(a development stage company)
BALANCE SHEETS
For the year ended April 30, 1998
ASSETS
Year Ended
April 30,1998
CURRENT ASSETS
Cash $ 470
Total assets $ 470
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES
Current Liabilities
Accounts Payable - related parties $ 1,763
Total Liabilities $1,763
Stockholders' equity:
Common stock (number of
shares authorized 75,000,000,
issued and outstanding
10,330,610 shares, par value
$.00002/share $ 207
Additional paid in capital 4,907
Deficit accumulated during the
development stage $ (5,937)
Stockholders' Equity $ (823)
Total Liabilities and
Stockholders' Equity $ 940
The accompanying notes are an integral part of these
financial statements.
ADINA, INC.
(a development stage company)
STATEMENTS OF OPERATION
For the years ended April 30, 1998 and April 30, 1997
Year Ended Year Ended
April 30, 1998 April 30,1997
Income $ - $ -
Expenses-General and
administrative - -
Net Income (loss) $ - $ -
Earnings per common
share * *
*(less than $0.001
per share)
Weighted average number
of shares outstanding 14,198,333 32,550,000
The accompanying notes are an integral part of these
financial statements.
ADINA, INC.
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY
For the years ended April 30, 1998, and
1997
Common Deficit
Stock Additional
During the
Shares Par Paid-In
Development Shareholders
Issued Value Capital
Stage Equity
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
Cancellation of
outstanding stock
:for notes rec-
eivable (11,700,000) (234) (114,766) (115,000)
:for no
consideration (1,466,939) (29) 29
Forward Stock
Split 9,297,549 186 (186)
Net Profit (loss)
for the period
ended April 30,
1998 - - (3,687) (3,678)
Balance at April
30, 1998 10,330,610 207 4,907 (5,937) (823)
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, 1998 and April 30, 1997
1998 1997
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
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, 1998 the operations of the Company
have been primarily organizational in nature. The
Company intends to evaluate, structure and complete a
merger or acquisition.
Income Taxes
For the years ended April 30, 1997 and 1998, 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,
1998 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, 1998.
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,
1998 are 10,330,610 with the par value of each share
being $0.00002. During the year additional shares were
issued to Daniel Wettreich an officer and director
resulting in 75,000,000 shares issued and outstanding. In
August 1997, shareholders approved a 1for 30 reverse stock
split effecting all the outstanding shares but not the par
value. In April 1998, a total of 13,166,939 common shares
were tendered to the Company for cancellation without any
consideration. By written consent of shareholders, in April
1998 a forward stock split of 10-1 was effected on the
outstanding shares.
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
In May 1997, 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.
In May 1997, 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.
Subsequent to the period under review, on April 28, 1998
Forsam Venture Funding, Inc. issued 1,345,295 Preferred
Shares, Series X ("Series X") to Registrant in exchange
for the 1,345,295 Camelot Corporation Preferred
Shares, Series J owned by Registrant. The Series X are
non- voting, non-yielding and have a preference over the
common shares of Forsam Venture Funding, Inc. in the event
of liquidation.
On April 28, 1998, Registrant agreed with Forsam Venture
Funding, Inc., a private company owned by the children of
Daniel Wettreich, President, to exchange the 11,700,000
common shares in Registrant owned by Forsam Venture
Funding, Inc. for two note receivables in the total
amount of $115,000. Registrant has canceled the
11,700,000 common shares so they are no longer
outstanding. Registrant has also accepted the
tendering of 1,466,939 shares to the Company for
cancellation with no consideration. Mick Y. Wettreich
now owns 98.5% of the outstanding common shares and
has control. By Written Consent of Shareholders
representing over 80% of the outstanding shares, a
10-1 forward stock split was approved April 28, 1998.
Item 9. Disagreements on Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the
Registrant
The following person serves as director and/or
officer of the Registrant:
Name Age Position Period Served Term
Expires
Daniel Wettreich 46 Director, June 24, 1987 Next
President, Annual
Treasurer Meeting
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the
Company since June
1987. Since September 1988, he has been President and
Director of Camelot Corporation, a public
company. Additionally, he currently holds directors
positions in the following public companies Malex, Inc.,
Forme Capital, Inc., and Tussik, Inc. Since July 1996, he
has been Director of Constable Group plc (formerly Meteor
Technology plc), a United Kingdom public company(3). In
July 1993, he was appointed a Director of Goldstar Video
Corporation following an investment by Camelot. Mr.
Wettreich has a Bachelor of Arts in Business
Administration from the University of Westminister,
London, England.
[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.
(3) A subsidiary, Meteor Payphones Ltd and subsidiaries filed
for voluntary liquidation in March 1998. Constable Group plc filed for
voluntary liquidation in July 1998.
[/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, 1998. 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, 1998, 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.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 225,000
2415 Midway Road, Ste. 115
Carrollton, Texas 75006
All Officers and Directors
as a group (2 persons)
Mick Y. Wettreich
34 Monarch Ct 10,175,650 98.5%
Lyttleton Road
London England N2ORA
(1) 225,000 of these shares are in the name of Mr.
Wettreich's wife. Mr. Wettreich has disclaimed ownership
of the shares owned by his wife.
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.
On April 28, 1998 Forsam Venture Funding, Inc. issued
1,345,295 Preferred Shares, Series X ("Series X") to
Registrant in exchange for the 1,345,295 Camelot
Corporation Preferred Shares, Series J owned by
Registrant. The Series X are non-voting, non-yielding
and have a preference over the common shares of Forsam
Venture Funding, Inc. in the event of liquidation.
On April 28, 1998, Registrant agreed with Forsam Venture
Funding, Inc., a private company owned by the children of
Daniel Wettreich, President, to exchange the 11,700,000
common shares in Registrant owned by Forsam Venture
Funding, Inc. for two note receivables in the total
amount of $115,000. Registrant has canceled the
11,700,000 common shares so they are no longer
outstanding. Registrant has also accepted the
tendering of 1,466,939 shares to the Company for
cancellation with no consideration. Mick Y. Wettreich
now owns 98.5% of the outstanding common shares and
has control. By Written Consent of Shareholders
representing over 80% of the outstanding shares, a
10-1 forward stock split was approved April 28, 1998.
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, 1998.
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.
Reports on Form 8-K: Report dated April 28, 1998
reporting Items 1 and 2.
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 31, 1998
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 31, 1998