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