content: <PAGE>
  
                 SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
  
                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of Earliest event reported)  April 28, 1998
  
                            ADINA , INC.
       (Exact Name of Registrant as Specified in its Charter)
                                  
                                  
                                  
                                  
       Delaware                33-19435               75-2233445
     (State of                  (Commission         (IRS Employer
     Incorporation)        File Number)        Identification No.)
  
  
  
  
        2415 Midway Road, Suite 121, Carrollton, Texas  75006
  (Address of Principal Executive Offices)
  
  
  
  Registrant's  telephone number, including area code:  (972)  733-
  3005
  
  <PAGE>
  
  ITEM 1.   Change of Control of Registrant
  
        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.  A  notice
  will be sent to shareholders.
  
  ITEM 2.   Acquisition or Disposition of Assets
  
  
        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.
  
  ITEM 7.   Exhibits
  
       (10)        a)   Material Contracts
                  Share Purchase Agreement dated April 28, 1998  by
       between   Forsam   Venture   Funding,   Inc.   and    Adina,
       Inc. regarding the 11,700,000 Adina Shares.
       
             b)    Agreement  dated April 28, 1998 by  and  between
       Forsam    Venture    Funding,   Inc.   and    Adina,    Inc.
       regarding    the    sale   of   the   Camelot    Corporation
       Preferred      Shares, Series J.
       
                             SIGNATURES
  
  
  Pursuant  to the requirements of the Securities and 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.
  
  
                           By:   /s/ Daniel Wettreich
                                Daniel Wettreich
                                President
  
  Dated:  May 8, 1998
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text: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of Earliest event reported)  April 28, 1998
  
                            ADINA , INC.
       (Exact Name of Registrant as Specified in its Charter)
                                  
                                  
                                  
                                  
       Delaware                33-19435               75-2233445
     (State of                  (Commission         (IRS Employer
     Incorporation)        File Number)        Identification No.)
  
        2415 Midway Road, Suite 121, Carrollton, Texas  75006
  (Address of Principal Executive Offices)
  
  Registrant's  telephone number, including area code:  (972)  733-
  3005
  ITEM 1.   Change of Control of Registrant
  
        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.  A  notice
  will be sent to shareholders.
  
  ITEM 2.   Acquisition or Disposition of Assets
  
        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.
  
  ITEM 7.   Exhibits
  
       (10)        a)   Material Contracts
                  Share Purchase Agreement dated April 28, 1998  by
       between   Forsam   Venture   Funding,   Inc.   and    Adina,
       Inc. regarding the 11,700,000 Adina Shares.
       
             b)    Agreement  dated April 28, 1998 by  and  between
       Forsam    Venture    Funding,   Inc.   and    Adina,    Inc.
       regarding    the    sale   of   the   Camelot    Corporation
       Preferred      Shares, Series J.
       
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities and 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.
  
                           By:   /s/ Daniel Wettreich
                                Daniel Wettreich
                                President
  
  Dated:  May 8, 1998