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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
OCTOBER 19, 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
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(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. ACQUISITION AND DISPOSITION OF ASSETS
On October 19, 1999, our Company, eVentures Group, Inc., consummated
the acquisition of approximately 1/3 of the outstanding shares of e.Volve
Technology Group, Inc. ("e.Volve"), as a result of which e.Volve became a
wholly-owned subsidiary of our Company. The other two-thirds interest in e.Volve
was acquired by our Company on September 22, 1999 pursuant to the terms of an
Agreement and Plan of Reorganization dated as of September 22, 1999. The
acquisition of the remaining approximate 1/3 equity interest of e.Volve was
consummated pursuant to an Agreement and Plan of Exchange dated as of October
19, 1999 (the "Exchange Agreement"). At the closing of the Exchange Agreement,
we issued to the former shareholders of e.Volve an aggregate of 5,831,253
shares. We determined the number of shares to be issued to each participant in
the acquisition after considering the value of the interests exchanged and
arms'-length negotiations with the shareholders of e.Volve.
e.Volve is an emerging facilities-based communications company building
an international IP (Internet Protocol) and ATM (Asynchronous Transfer Mode)
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.
Our operating businesses currently consist of the business of AxisTel
Communications, Inc., ("AxisTel") and e.Volve. We also own a 17% interest in
i2v2.com (also known as PhoneFree), which develops and markets an Internet
telephony product and web site called "PhoneFree." The business of AxisTel and
i2v2.com and our acquisition of interests in these companies are more fully
described in our Current Report on Form 8-K dated September 22, 1999.
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 was in i2v2.com.
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.
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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 January 3, 2000.
(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 January 3, 2000.
(c) Exhibits.
2.1 Agreement and Plan of Exchange among eVentures
Group, Inc., and certain other persons dated
October 19, 1999
99.1 Press Release dated October 20, 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: November 3, 1999
eVENTURES GROUP, INC.
By: /s/ Barrett Wissman
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Name: Barrett Wissman
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Its: President
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INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Exchange among eVentures Group, Inc.,
and certain other persons dated October 19, 1999
99.1 Press Release dated October 20, 1999