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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

SEPTEMBER 22, 1999
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Date of Report (Date of earliest event reported)

eVENTURES GROUP, INC.
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(Exact name of registrant as specified in its charter)

DELAWARE 33-19435 75-2233445
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)

ONE EVERTRUST PLAZA, 8TH FLOOR, JERSEY CITY, NEW JERSEY 07302
(Address of principal executive offices) (Zip Code)

201-200-5515
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(Registrant's telephone number, including area code)

ADINA, INC., 6959 ARAPAHO ROAD, SUITE 122, DALLAS, TEXAS 75248
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(Former Name or Former Address, if Changed Since Last Report)

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ITEM 1. CHANGE IN CONTROL OF REGISTRANT

On September 22, 1999, our company, eVentures Group, Inc. (formerly
known as Adina, Inc.), consummated the acquisition of all of the outstanding
shares of AxisTel Communications, Inc., ("AxisTel"), approximately two-thirds of
the outstanding shares of e.Volve Technology Group, Inc., ("e.Volve"), and
approximately 17% of the outstanding shares of i2v2.com, Inc. ("i2v2.com")
pursuant to the terms of an Agreement and Plan of Reorganization dated September
22, 1999 (the "Reorganization Agreement"). At the closing under the
Reorganization Agreement, the following events occurred:

o Mick Y. Wettreich ("Wettreich") sold 8.5 million shares of our common
stock owned by him to participants in the reorganization.

o IEO Investments Limited ("IEOIL"), Infinity Emerging Subsidiary
Limited ("IESL") and Infinity Investors Limited ("IIL") purchased an
aggregate of 8.225 million of the 8.5 million shares of common stock
sold by Wettreich pursuant to the Reorganization Agreement.

o IEO Holdings Limited ("IEOH") was merged into one of our subsidiaries
formed to acquire IEOH. As a result of the merger, the two
shareholders of IEOH (IEOIL and IESL) received an aggregate of
14,562,193 shares of our common stock. Immediately prior to the
reorganization, IEOH owned a one-third equity interest plus warrants
and debentures in e.Volve, a 50% equity interest in AxisTel (prior to
the exercise of management options) and an approximate seventeen
percent (17%) equity interest in i2v2.com.

o The remaining shareholders of AxisTel contributed to us their stock in
AxisTel in exchange for 6,381,000 shares of common stock. The
principal shareholders of AxisTel (Samuel L. Litwin, Mitchell A.
Arthur and Michael Fiscus) each received 2 million shares of our
common stock in the reorganization in exchange for their respective
approximate one-sixth ownership interests in AxisTel (prior to the
exercise of management options). Immediately prior to the
reorganization, some employees of AxisTel elected to exercise their
options to acquire shares in AxisTel, which were exchanged for an
aggregate of 381,000 shares of our common stock in the reorganization.

o IIL contributed to us a one-third equity interest plus warrants and
debentures in e.Volve in exchange for 5,682,807 shares of our common
stock.

IEOIL, IESL and IIL (collectively, the "Infinity Entities") are
investment funds whose assets are managed by HW Capital, L.P. and HW Partners,
L.P., affiliates of the Lamar Hunt family of Dallas, Texas. Immediately prior to
the reorganization, Wettreich owned 10,145,830 shares of the 10,330,610 shares
of our common stock outstanding and was our controlling shareholder. Following
the reorganization and prior to the private placement of our common or preferred
stock as contemplated by the Reorganization Agreement, the Infinity Entities
owned 28.5 million of the approximate 37 million shares of our common stock
outstanding, or approximately 77% of our outstanding shares.

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Upon the consummation of the reorganization, Daniel Wettreich resigned
as our sole director and appointed the following five (5) persons to serve on
our board of directors:

Fred A. Vierra, 67, is our Chairman of the Board. He was Chief
Executive Officer of Tele-Communications International, Inc., the international
arm of Tele-Communications, Inc. ("TCI"), from 1994 to 1997. He was also Vice
Chairman of the Board of Directors until November 1998. Prior to joining TCI,
Mr. Vierra was President and Chief Operating Officer of United Artists
Entertainment Company ("UAEC"), where he was in charge of all day-to-day
operations and ongoing strategies for the corporation. In this position, Mr.
Vierra also directed the activities of both UAEC's cable television and theater
division presidents. He also served as President of United Cable Television
Corporation, which was merged into UAEC in 1989. Mr. Vierra began his career in
the cable industry as Executive Vice President, Investment Banking, for Daniels
& Associates, the leading financial services company for the cable industry. Mr.
Vierra has served on the Boards of Turner Broadcasting, Discovery Channel,
Princes Holdings Ltd., Australas Media Ltd., Torneos y Competencias S.A.,
Tele-Communications International, Inc., and Telewest plc. Currently, Mr. Vierra
is Chairman of the Board of VeloCom Inc. and a Board member of Flextech plc,
Formus Communications, Inc., and Jones International Networks, Ltd.

Clark K. Hunt, 34, is a manager of HW Capital, L.P. and related
investment advisory companies. Prior to co-founding these entities, Mr. Hunt was
an analyst at Goldman, Sachs & Co. in New York and Los Angeles. At Goldman
Sachs, he participated in financing transactions with an aggregate value in
excess of $1 billion. These transactions included mergers, acquisitions, initial
public offerings, cross-currency swaps and leveraged buy-outs. Mr. Hunt attended
Southern Methodist University, where he graduated first in his class with a
Bachelor of Business Administration and was a two-time recipient of the
University's highest academic award, the Provost Award for Outstanding Scholar.
Since returning to Dallas, Mr. Hunt has built a money-management firm that
oversees and actively manages assets for a diverse clientele.

Barrett N. Wissman, 37, is a manager of HW Partners, L.P., HW Capital,
L.P. and related investment advisory companies. Prior to co-founding these
entities, Mr. Wissman served as Chief Executive Officer of Athena Products
Corporation, a manufacturer and marketer of chemicals, fertilizers and household
consumer products and its subsidiaries and affiliates (collectively, "The Athena
Group") and oversaw all aspects of Athena's operations, including
administration, finance, marketing and production. Mr. Wissman ultimately
orchestrated the sale of the assets of The Athena Group, including the licensing
of several of Athena's manufacturing processes and trademarks. From 1985 to 1987
Mr. Wissman was an analyst at Lazard Freres & Co., L.L.C. in the areas of
international mergers and acquisitions and international project finance. Mr.
Wissman holds Bachelor of Arts degrees, cum laude, in economics and political
science from Yale University and a Master of Arts degree in music from Southern
Methodist University.

Mark R. Graham, 41, has been a private investor based in Philadelphia,
Pennsylvania since 1997. Mr. Graham co-founded Drake Goodwin & Graham, a private
equity investment firm, in 1992 and served as a director until 1997. Prior to
co-founding Drake Goodwin & Graham, Mr. Graham was employed with Morgan Stanley
in its Mergers & Acquisitions department, serving as an associate and thereafter
as a Vice President from 1987 to 1992. Mr.

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Graham served as an associate with E.F. Hutton LBO Inc., the leveraged buyout
group of E.F. Hutton & Co. from 1984 to 1987. From 1983 to 1984, Mr. Graham was
an associate attorney with Bracewell & Patterson, Houston, Texas. Mr. Graham
received a Bachelor of Arts in History cum laude from the University of Michigan
and a Juris Doctor degree from Georgetown University Law Center.

Olaf Guerrand-Hermes, 35, has been investing privately in Europe and in
the United States since the early 1990s. He is a Managing Partner at Blue Growth
Capital, LLC, an investment partnership. Prior to organizing Blue Growth
Capital, Mr. Guerrand-Hermes was Managing Director of International Equities at
The Athena Group, a private international investment management company. At The
Athena Group, Mr. Guerrand-Hermes was primarily responsible for international
projects as well as raising equity capital for proposed investments. Prior to
joining The Athena Group, Mr. Guerrand-Hermes was Vice President at Nomura
Securities International, Inc., specializing in structured finance products such
as commercial mortgage backed securities. In addition to his experience in the
field of finance, Mr. Guerrand-Hermes was an associate with Sullivan & Cromwell,
a New York law firm, where he was involved in a variety of international
transactions, including public offerings and private placements in the United
States by European and other foreign companies and governments. Mr.
Guerrand-Hermes is a member of the New York bar, a graduate of New York
University School of Law and holds two masters from the University of
PanthTon-Assas (Paris II) in Paris, France. Mr. Guerrand-Hermes is a member of
the board of directors of various companies including HermFsSelier.

Upon the consummation of the reorganization, Daniel Wettreich also
resigned as our president, and the following persons were appointed as our
officers:

Fred Vierra - Chairman of the Board
Barrett Wissman - President and Chief Executive Officer
Stuart Chasanoff - Vice President of Business Development, General
Counsel and Secretary
John Stevens Robling, Jr. - Vice President and Chief Financial Officer
Samuel Litwin - Managing Director of Communications Holdings
Mitchell Arthur - Managing Director of Communications Holdings

ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS

Pursuant to the Reorganization Agreement, we acquired all of the
outstanding shares of AxisTel, approximately two-thirds of the outstanding
shares of e.Volve, and approximately 17% of the outstanding shares of i2v2.com.
We acquired these assets and businesses in the transactions described in Item 1.
We issued an aggregate of 26,626,000 shares of our common stock to acquire these
assets from the persons identified in Item 1. Prior to the reorganization, the
Infinity Entities (through IEOH and IIL) collectively held approximately 67% of
the shares plus warrants and debentures in e.Volve and 50% of the shares (prior
to the exercise of management options) in AxisTel, and may be viewed as having
controlled both e.Volve and AxisTel. However, each person's participation in the
reorganization was voluntary. We determined the number of shares to be issued to
each participant in the reorganization after consideration of the relative
values of each of the entities involved and arm's-length negotiations with the

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shareholders of e.Volve and AxisTel (other than the Infinity Entities). We
believe that we have reached an understanding with the minority shareholders of
e.Volve to acquire the remaining one-third interest of e.Volve for approximately
5.9 million shares of our common stock, although this acquisition has not been
consummated.

Following the reorganization, our operating businesses will consist of
AxisTel and e.Volve. Both of these businesses have built and are expanding
"Next-Generation" communications networks that use ATM (Asynochronous Transfer
Mode) and IP (Internet Protocol) technology to transmit voice, data and video
over the same transmission lines.

AxisTel. AxisTel is a leading next-generation communications
company focused on the transmission of packetized voice, video and data
over IP and ATM networks. AxisTel not only markets its products to
international wholesale carriers, but also to retail consumers and
business customers worldwide. Recently, AxisTel has focused its
energies on developing IP-based networks in emerging markets such as
Latin America, the Middle East and Asia.

e.Volve. e.Volve is an emerging facilities-based
communications company building an international IP and ATM network
capable of compressing voice, video and data transmissions at rates of
up to 8 times greater than more conventional methods. e.Volve's
technology focuses on the convergence of the transmission of voice,
video and data over the public Internet and private Intranets.

In addition to our operating businesses, we intend to make strategic,
early stage investments in start-up companies that are developing Internet-based
businesses that are positioned to take advantage of next-generation networks and
services and the growth of the Internet as a medium for communications, commerce
and the provision of information. In making these investments, we intend to
provide (in addition to capital) operational assistance and strategic
partnerships, primarily from our personnel and operating companies. Our first
venture capital investment is in i2v2.com.

i2v2.com (also known as PhoneFree) develops and markets an Internet
telephony product and web site called "PhoneFree." The PhoneFree software, which
can be downloaded from the web site, allows users to conduct "real-time" duplex
voice conversations over the Internet. This software functions with normal
multimedia PC (personal computer) hardware over existing Internet networks.
Calls are free, regardless of their duration and destination. Additional
features such as video conferencing, teleconferencing, picture and file sharing,
voice mail, caller ID, call blocking, white boarding and group text chat, make
this innovative technology attractive to consumers. Although as a minority
shareholder of i2v2.com we will not have direct operational control over its
activities, we expect to be actively involved in its strategic plans.

INVESTOR CONSIDERATIONS

Investors considering acquiring shares of our common stock should
consider carefully risks associated with our forward-looking statements, as well
as the following investment considerations. Any of the following risks, as well
as other risks and uncertainties that are not yet identified or that we
currently believe are immaterial, could harm our business, financial

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condition and operating results, could cause the trading price of our common
stock to decline and could result in the complete loss of any investment.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this Report that are subject
to risks and uncertainties. These statements generally include the words
"believe," "expect," "anticipate," "intend," "estimate" or similar expressions.
These statements reflect our current views with respect to future events that
are subject to certain risks, uncertainties and assumptions, including without
limitation any statements regarding the following: market opportunities,
strategies, competition, expected activities, additional financing, strategic
alliances and projected expenditures. If one or more of these risks or
uncertainties materialize, or should our assumptions prove incorrect, actual
results may vary materially from those described in this Report. We cannot
assure our investors that the anticipated results will occur, that these
judgments or assumptions will prove correct or that unforeseen developments will
not occur.

WE HAVE A LIMITED OPERATING HISTORY

Although we have been in existence for a number of years, we have had
no material assets or operations, except for the interests in AxisTel, e.Volve
and i2v2.com obtained in the reorganization. In addition, AxisTel, e.Volve and
i2v2.com were each recently formed and have limited operating histories.

OUR ACQUIRED BUSINESSES HAVE INCURRED HISTORICAL LOSSES AND MAY NOT
HAVE ANY FUTURE PROFITS

AxisTel, e.Volve and i2v2.com have incurred and may continue to incur
operating losses and negative EBITDA (earnings before interest, taxes,
depreciation and amortization) while they expand and build their customer base.
As start-up companies, these companies will continue to incur significant
increases in expenses. These increases may adversely impact our business and
their financial condition.

OUR MARKET IS RAPIDLY EVOLVING

The market for Internet-based products and services has only recently
begun to develop. This market is rapidly evolving and is speculative in nature.
Our market is typical for a new and rapidly evolving industry, and demand and
market acceptance for our services are subject to a high level of uncertainty
and risk. Our business prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in the new and
rapidly evolving market for Internet-based products and services. Some of the
risks include our ability to design, build, operate and expand our communication
networks; create awareness of our brand, products and services; obtain strategic
relationships and alliances; effectively compete with existing and unforeseen
competitors; and develop products and services to meet the evolving needs of our
customers.

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WE HAVE AN UNPROVEN BUSINESS MODEL

We are unable to predict the extent of demand for our services. Our
ability to generate revenues also depends somewhat upon whether we can establish
strategic relationships with telecommunications carriers or systems integrators
to provide us with an adequate revenue stream. If we cannot achieve or sustain
an adequate revenue stream or if our services do not achieve or sustain broad
market acceptance, our business, operating results and financial condition will
be materially adversely affected. Our ability to generate future revenues
depends on a number of factors, many of which are beyond our control, including
among other things, the risk factors described in this Report. Therefore, we are
unable to forecast our revenues with any degree of accuracy.

WE MAY HAVE FUTURE CAPITAL NEEDS AND MAY NOT BE ABLE TO OBTAIN SUITABLE
FINANCING

We anticipate exhausting our existing cash resources within six months
for capital expenditures and working capital purposes. Due to our limited
operating history and the nature of the Internet industry, our future capital
needs are difficult to predict. We may require additional capital to fund any of
the following:

o advertising, maintenance and expansion;

o sales, marketing, research and development;

o unanticipated opportunities;

o operating losses from changing business conditions;

o operating losses from unanticipated competitive pressures;

o new venture capital investments; and

o strategic alliances.

We cannot assure our investors that adequate levels of additional
financing will be available at all or on acceptable terms. Any additional
financing could result in significant dilution to our existing stockholders. If
we are unable to raise additional capital, our growth and development could be
impeded. If we do not have sufficient capital, we may not be able to take
advantage of growth opportunities, respond to competitive pressures or pursue
our business plan. Our failure to have sufficient capital could have a material
adverse effect on our business, operating results and financial condition.

OUR SUBSIDIARIES ARE NOT WHOLLY-OWNED

We hold approximately 17% of the outstanding stock of i2v2.com. We may
not be able to direct its management and policies of i2v2.com. Although we have
representation on the board of i2v2.com, no assurance can be given that our
representatives will be able to influence its future direction in a manner which
results in increased value to us through our minority ownership interest.

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We hold two-thirds of the outstanding stock of e.Volve and have the
ability to elect three of the five directors of e.Volve. Although we have the
ability to control the management and policies of e.Volve, we will be required
to separately account for e.Volve as a non-wholly owned subsidiary. While
certain efficiencies can be obtained through combining e.Volve's operations and
infrastructure with that of AxisTel, unless we are successful in acquiring the
minority interests in e.Volve, we will not have the ability to completely merge
the operations of e.Volve with AxisTel.

WE EXPECT TO FACE STRONG COMPETITION FROM ANTICIPATED AND UNFORESEEN
COMPETITORS

We believe that the primary competitive factors in providing
communication products and services via the Internet include name recognition,
variety of value-added products and services, ease of use, pricing, quality of
service, availability of customer support, reliability, technical expertise and
experience. Our success will depend upon our ability to provide quality,
reliable communications services to our customers, along with cutting-edge
technology and value-added Internet products and services. Our failure to
compete successfully would have a material adverse effect on our business,
results of operations and financial condition. Many of our potential competitors
in the Internet and communication businesses have longer operating histories,
significantly greater financial, technical and marketing resources, greater name
recognition and larger existing customer bases than we do. These competitors may
be able to respond more quickly to new or emerging technologies and changes in
customer requirements and devote greater resources to the development, promotion
and sale of their products or services. We cannot assure our investors that we
will be able to successfully compete.

IF WE FAIL TO MANAGE OUR GROWTH AND INTEGRATE OUR ACQUIRED BUSINESSES,
OUR BUSINESS WILL BE ADVERSELY AFFECTED

We are in essence a new company formed by the combination of three
separate and distinct businesses with separate and distinct management teams:
AxisTel, e.Volve and, to a lesser extent, i2v2.com. We are faced with
significant integration issues with respect to these businesses and their
management teams. We may not be successful in integrating these management
teams, and we may not be able to hire and retain the quality of personnel we
need to sustain our business. To the extent that we continue to grow internally
or through strategic alliances, we will be faced with many risks, including
risks associated with the establishment of new operations, web sites and
personnel; the diversion of resources from our existing businesses; and our
management's ability to manage increased traffic. The reorganization has
resulted in significant growth of our operations. To manage this growth, we will
be required to implement and improve our operating and financial systems and
controls, and to expand, train and manage our employee base. We will be
dependent upon our management to assume and perform the management functions
formerly performed by management of each of the parties to the reorganization.
To the extent that our management is unable to assume or perform these combined
duties, our business, results of operations and financial condition could be
adversely affected. There can be no assurance that the management, systems and
controls currently in place or any steps taken to improve such management,
systems and controls will be adequate in the future. In addition, the
integration of the acquired entities and their operations will require our
management to make and implement a number of strategic operational decisions.
The timing

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and manner of the implementation of these decisions will materially impact our
business operations.

WE MUST RECRUIT AND RETAIN KEY MANAGEMENT AND TECHNICAL PERSONNEL TO BE
COMPETITIVE

Our success depends to a significant extent on the continued
contributions, experience and knowledge of our senior management team and key
technical and marketing personnel. Our success also depends upon our ability to
identify, attract, hire, train, retain and motivate highly skilled technical,
managerial, sales and marketing personnel. No assurance can be given that we
will be able to successfully attract, assimilate or retain a sufficient number
of qualified personnel. The failure to do so could have a material adverse
effect on our business.

WE OPERATE IN AN INDUSTRY WITH EVOLVING TECHNOLOGY TRENDS AND INDUSTRY
STANDARDS

Our success, in part, depends upon our ability to develop and provide
new services that meet customers' changing requirements. The Internet service
industry has been characterized by significant technological changes, frequent
new system and product enhancements, evolving industry standards and changes in
customer needs that have had and will continue to have a significant impact on
the industry and industry participants. While the communications industry has
moved at a relatively moderate pace, we believe that most carriers are adopting
new technologies and that the communications industry will take on
characteristics similar to the Internet service industry in the near future. New
technologies and standards could render existing systems obsolete and ultimately
result in lost revenues. Our future success will depend, in part, on our ability
to effectively use leading technologies, continue to develop our technological
expertise, enhance our currently planned services, develop and implement new
services that meet changing customer needs, anticipate changes and influence and
respond to emerging industry standards and other technological changes on a
timely and cost effective basis. No assurance can be made that we will keep pace
with ever changing technological trends and evolving industry standards.

THE INFINITY ENTITIES OWN A MAJORITY OF OUR COMMON STOCK AND MAY HAVE
CONFLICTS OF INTEREST

The Infinity Entities own a majority of our shares of capital stock.
The Infinity Entities, therefore, may exercise significant control over our
business, policies and affairs and, in general, determine the outcome of any
corporate transaction or other matters submitted to the stockholders for
approval, all in a manner that could conflict with the interests of other
shareholders.

SYSTEMS ON WHICH WE RELY MAY NOT PROPERLY FUNCTION IN THE YEAR 2000

Like many businesses, we rely upon computers for the daily conduct of
our business. Many software applications and operational programs are not
designed to recognize calendar dates beginning in the year 2000. The failure of
such applications or systems to properly recognize the dates beginning in the
year 2000 could result in miscalculations or system failures. We have not tested
all of our systems. In addition, there can be no assurance that the systems of

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other companies and vendors on which we rely or other companies on the Internet
will not have an adverse affect on our systems. Any failures or delays by our
own systems, systems of other companies on which we rely, or other third-parties
in recognizing or processing dates beginning in the year 2000 could have a
material adverse effect on our business, financial condition or results of
operation.

WE MAY BE SUBJECT TO INCREASED GOVERNMENTAL OVERSIGHT

Traditional offerings of telecommunications services are regulated by
the Federal Communications Commission ("FCC") and various state agencies charged
with regulating telecommunications carriers. Therefore, to the extent that we
continue to offer these services, we will be subject by regulations of the FCC.
As the telecommunications industry continues to change, the regulations of the
FCC and various state agencies continue to change. Future changes in state and
federal telecommunications laws may result in changes to the competitive
landscape within the industry, result in increased regulatory burdens or
otherwise have a material adverse effect on our business.

We believe that Internet-related services constitute information
services (as opposed to telecommunications services) and therefore are not
currently actively regulated by the FCC or state agencies regulating
telecommunications carriers. However, there can be no assurance that
Internet-related services will not be actively regulated in the future.
Increased regulation of the Internet may slow its growth, particularly if other
countries also impose similar regulations. Any regulation may negatively impact
our cost of doing business over the Internet and may materially adversely affect
our business, financial condition, operating results and future prospects. In
addition, the FCC is currently considering whether to impose surcharges or other
regulations upon certain providers of Internet telephony which, if implemented,
could materially adversely affect our business, financial condition, operating
results and future prospects. The regulatory treatment of Internet telephony
outside the United States varies from country to country. Increased regulation
of the Internet and/or Internet telephony providers or the prohibition of
Internet telephony in one or more countries could materially adversely affect
our business, financial condition, operating results and prospects.

WE DO NOT PLAN TO PAY DIVIDENDS IN OUR CAPITAL STOCK

We have never paid a dividend on our capital stock and do not expect to
pay dividends in the future. We anticipate that we will retain any earnings used
in the development of new services or the expansion of business operations.
There can be no assurance that we will ever recognize a gain from our business
operations or pay a dividend on our capital stock.

THE SHARES ELIGIBLE FOR FUTURE SALE MAY DECREASE THE PRICE OF OUR
COMMON STOCK

If our shareholders sell substantial amounts of their common stock in
the public market, including shares issued upon the exercise of outstanding
options, then the market price of our common stock could fall. Restrictions
under the securities laws and certain lock-up agreements currently in effect
limit the number of shares of common stock available for sale in the public
market. The holders of shares received in the reorganization and private
placement of our common and preferred stock have agreed not to sell in the
public market any of our shares for

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two years after the reorganization without the prior written consent of our
principal stockholders. These principal stockholders may, in their discretion,
release all or any portion of the securities subject to the lock-up agreements.
However, these holders have demand or piggy-back registration rights. We also
may shortly file a registration statement to register all shares of common stock
under our stock option plans which, if declared effective, would permit the
shares of common stock issued upon exercise of stock options under our option
plan to be resold in the public market without restriction.

OUR RIGHT TO ISSUE PREFERRED STOCK AND ANTI-TAKEOVER PROVISIONS UNDER
DELAWARE LAW COULD MAKE A THIRD PARTY ACQUISITION OF US DIFFICULT

Our certificate of incorporation provides that our board of directors
may issue preferred stock without shareholder approval. The issuance of
preferred stock could make it more difficult for a third-party to acquire us
without the approval of its board. Additionally, Delaware corporate law imposes
certain restrictions on corporate control transactions that could make it more
difficult for a third-party to acquire us without the approval of our board.

OUR COMMON STOCK HAS A LIMITED TRADING HISTORY AND AN ILLIQUID MARKET

There has only been a limited public market for our common stock. We
cannot predict the extent to which an active trading market will develop or how
liquid that market might become. The price of our common stock issued in the
reorganization may not be indicative of prices that will prevail in the trading
market.

ITEM 5. OTHER EVENTS

ADOPTION OF NEW BYLAWS, AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION
AND SECURITIES PLAN

On September 22, 1999, our board of directors adopted amended and
restated bylaws, a copy of which is attached as an exhibit to this Report. On
August 25, 1999, we amended our certificate of incorporation to change our name
from Adina, Inc. to eVentures Group, Inc. and changed our trading symbol to
"EVNT." In September, a majority of our stockholders approved an amendment to
our certificate of incorporation to authorize the issuance of up to 5 million
shares of preferred stock, with rights, preferences and privileges to be
designated by our board of directors in one or more series from time to time.
This amendment was effective upon our filing an amendment to our certificate of
incorporation with the Secretary of State of Delaware on September 20, 1999. On
September 22, 1999, our board and a majority of our stockholders adopted and
approved our 1999 Omnibus Securities Plan. On September 28, 1999, we again
amended our certificate of incorporation by filing the certificate of
designation of rights, preferences and privileges for our Series A Convertible
Preferred Stock. The amendments to our certificate of incorporation are attached
as an exhibit to this Report. The stockholder approvals of our Omnibus
Securities Plan and the amendments to our certificate of incorporation were
adopted by written consent of the majority of our stockholders in lieu of
special meeting pursuant to Section 228 of the Delaware General Corporation Law
("DGCL"). A copy of this Form 8-K is being delivered to each stockholder to
inform them of the action taken at each meeting, as

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required by Section 228 of the DGCL. The September 28, 1999 amendment and filing
of the certificate of designation was adopted by our board of directors.

PRIVATE PLACEMENTS

On September 28, 1999, we completed an approximate $6 million private
placement of our common and preferred stock, as contemplated in the
Reorganization Agreement. Proceeds from these payments will be used for general
corporate purposes and as capital for new investments and projects. A copy of
the press release announcing the private placement is attached to this Report.

APPOINTMENT OF NEW DIRECTOR

On October 5, 1999, we announced that Stuart Subotnick has been
appointed to our Board of Directors effective January, 2000. Mr. Subotnick is a
general partner of Metromedia Company, one of the largest privately held
companies in the United States. Mr. Subotnick is a co-owner of Metromedia
Company with John Klug. Mr. Subotnick is also Chief Executive Officer of
Metromedia International Group, Inc., a publicly held communications company.
Mr. Subotnick serves as chairman of Big City Radio, Inc., a publicly held radio
broadcast company. Mr. Subotnick is also director of Metromedia Fiber Network,
Inc., a publicly held company that provides fiber optic communication networks.
Mr. Subotnick will act as a consultant to us until January, 2000, at which time
we expect him to formally join our Board.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

As permitted by Form 8-K, the required historical financial information
statements required by Regulation S-X will be filed by an amendment to this Form
8-K no later than December 6, 1999.

(b) Pro forma Financial Information

As permitted by Form 8-K, the required pro forma financial information
statements required by Regulation S-X will be filed by an amendment to this Form
8-K no later than December 6, 1999.

2.1 Agreement and Plan of Reorganization among eVentures
Group, Inc., eVentures Holdings, LLC, IEO Holdings
Limited, Infinity Investors Limited and certain other
persons dated September 22, 1999

3.1 Amended and Restated Bylaws

3.2 Amendment to Certificate of Incorporation dated
September 17, 1999

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3.3 Certificate of Designation of Rights, Preferences and
Privileges of Series A Convertible Preferred Stock
dated September 24, 1999

4.1 Registration Rights Agreement dated September 22, 1999
between eVentures Group, Inc. and certain of its
shareholders

99.1 Press Release dated September 23, 1999

99.2 Press Release dated October 1, 1999

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: October 7, 1999

eVENTURES GROUP, INC.

By: /s/ John Stevens Robling, Jr.
--------------------------------
Name: John Stevens Robling, Jr.
Its: Vice-President

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INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

2.1 Agreement and Plan of Reorganization among eVentures Group, Inc.,
eVentures Holdings, LLC, IEO Holdings Limited, Infinity Investors
Limited and certain other persons dated September 22, 1999

3.1 Amended and Restated Bylaws

3.2 Amendment to Certificate of Incorporation dated September 17, 1999

3.3 Certificate of Designation of Rights, Preferences and Privileges of
Series A Convertible Preferred Stock dated September 24, 1999

4.1 Registration Rights Agreement dated September 22, 1999 between
eVentures Group, Inc. and certain of its shareholders of the Company

99.1 Press Release dated September 23, 1999

99.2 Press Release dated October 1, 1999