<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  -------------

                                   FORM 10-Q/A

(Mark One)

           /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

          / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _____________ to ______________

                         COMMISSION FILE NUMBER 33-19435


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

                 DELAWARE                                75-2233445
        (State or other jurisdiction                  (I.R.S. Employer
              of incorporation)                      Identification No.)


                         ONE EVERTRUST PLAZA, 8th FLOOR
                          JERSEY CITY, NEW JERSEY 07302
                                 (201) 200-5515
          (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.

(1) Yes                No    X
        ---------         ---------
(2) Yes    X           No
        ---------         ---------



On December 15, 1999, 45,207,673 shares of the registrant's Common Stock were
outstanding.

        The accompanying notes are an integral part of these consolidated
                              financial statements


<PAGE>   2

                              eVENTURES GROUP, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                  PAGE NO.
<S>                                                                                                              <C>

                                            PART I: FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Consolidated Balance Sheets - June 30, 1999 and September 30, 1999 (unaudited)                        3

                 Consolidated  Statements  of  Operations  - Three  months  ended  September  30, 1998 and 1999        4
                 (unaudited)

                 Consolidated  Statement of  Shareholders'  Equity  (Deficit)- Three months ended September 30,        5
                 1999 (unaudited)

                 Consolidated  Statements  of Cash  Flows - Three  months  ended  September  30,  1998 and 1999        6
                 (unaudited)

                 Notes to Consolidated Financial Statements                                                            7

         Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                10

         Item 3. Quantitative and Qualitative Disclosures about Market Risk                                           14

                                            PART II: OTHER INFORMATION

         Item 1. Legal Proceedings                                                                                    15
         Item 2. Changes in Securities                                                                                15
         Item 3. Defaults Upon Senior Securities                                                                      16
         Item 4. Submission of Matters to a Vote of Securities Holders                                                16
         Item 5. Other Information                                                                                    16
         Item 6. Exhibits and Reports on Form 8-K                                                                     16
</TABLE>

WHEN USED IN THIS REPORT, THE WORDS "INTEND," "EXPECTS," "PLANS," "ESTIMATES,"
"ANTICIPATES," "PROJECTS," "BELIEVES," AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS. SPECIFICALLY, STATEMENTS INCLUDED IN THIS
REPORT THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS ABOUT THE COMPANY'S
BELIEFS AND EXPECTATIONS ABOUT ITS BUSINESS AND ITS INDUSTRY ARE FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY. SUCH RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE DEGREE TO WHICH THE COMPANY
IS LEVERAGED AND THE RESTRICTIONS IMPOSED ON THE COMPANY UNDER ITS EXISTING DEBT
INSTRUMENTS THAT MAY ADVERSELY AFFECT THE COMPANY'S ABILITY TO FINANCE ITS
FUTURE OPERATIONS, TO COMPETE EFFECTIVELY AGAINST BETTER CAPITALIZED COMPETITORS
AND TO WITHSTAND DOWNTURNS IN ITS BUSINESS OR THE ECONOMY GENERALLY; AND OTHER
FACTORS DISCUSSED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION. FORWARD-LOOKING STATEMENTS INCLUDED IN THIS REPORT SPEAK ONLY AS OF
THE DATE HEREOF AND THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE
SUCH STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO
REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       2

<PAGE>   3

ITEM 1: FINANCIAL STATEMENTS

                              eVENTURES GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>

                                                   JUNE 30,      SEPTEMBER 30,
  ASSETS                                             1999           1999
                                                 ------------    ------------
                                                                 (UNAUDITED)
<S>                                              <C>             <C>
  CURRENT ASSETS
     Cash and cash equivalents                   $     39,379    $  5,462,745
     Accounts receivable                                6,129       1,438,979
     Other receivables                                 11,164          71,988
     Prepaid expenses and other                        13,250         113,820
     Deposits                                         242,310         299,071
     VAT receivable                                 2,757,368       2,436,268
                                                 ------------    ------------
                                                    3,069,600       9,822,871
                                                 ------------    ------------
  LONG-TERM ASSETS
     Restricted cash                                1,107,437       1,820,752
     Property and equipment, net                    6,219,874       7,347,775
     Investments in affiliates                      2,191,498       2,240,890
     Goodwill, net                                  3,072,908      20,113,547
     Other                                               --            46,800
                                                 ------------    ------------
                                                   12,591,717      31,569,764
                                                 ------------    ------------
                                                 $ 15,661,317    $ 41,392,635
                                                 ============    ============


  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

  CURRENT LIABILITIES
     Accounts payable                            $  4,609,806    $  7,605,784
     Accrued other                                  1,477,757       2,037,272
     Accrued interest payable                         383,163          25,512
     Customer deposits and deferred revenues        1,272,682       2,528,947
     Notes payable                                       --            26,250
     Capital leases, current portion                1,916,761       2,001,531
                                                 ------------    ------------
                                                    9,660,169      14,225,296
                                                 ------------    ------------
  LONG-TERM LIABILITIES
     Debentures                                     6,828,948            --
     Capital leases, net of current portion         2,031,513       1,750,160
                                                 ------------    ------------
                                                    8,860,461       1,750,160
                                                 ------------    ------------
  STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock                                          36             788
     Preferred stock                                     --              --
     Additional paid-in capital                     4,310,144      36,351,203
     Accumulated deficit                           (7,169,493)    (10,481,812)
     Deferred compensation                               --          (453,000)
                                                 ------------    ------------
                                                   (2,859,313)     25,417,179
                                                 ------------    ------------
                                                 $ 15,661,317    $ 41,392,635
                                                 ============    ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       3

<PAGE>   4




                              eVENTURES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED SEPTEMBER 30,
                                             --------------------------------
                                                  1998             1999
                                             --------------    --------------
                                                       (UNAUDITED)
<S>                                          <C>               <C>
  Revenues                                   $    4,205,662    $    8,675,719
  Direct costs                                    3,495,587         8,729,520
                                             --------------    --------------
  Gross profit (loss)                               710,075           (53,801)
  Selling, general and administrative
    expenses                                      1,588,526         1,816,032
                                             --------------    --------------
  Income (loss) from operations, before
    other (income) expenses                        (878,451)       (1,869,833)
                                             --------------    --------------
  Other (income) expenses
    Interest expense, net                           359,435           519,231
    Write off of unamortized debt discount             --             917,615
    Equity in loss of affiliate                        --              18,730
    Foreign currency (gain) loss                      8,238            (6,502)
    Other                                             7,946            (6,588)
                                             --------------    --------------
                                                    375,619         1,442,486
                                             --------------    --------------
  Net loss                                   $   (1,254,070)   $   (3,312,319)
                                             ==============    ==============

  Net loss per share (basic and diluted)     $        (0.11)   $        (0.20)
  Weighted average number of shares
    outstanding                                  11,365,614        16,547,331
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements


                                       4

<PAGE>   5


                              eVENTURES GROUP, INC.
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>


                                 PREFERRED STOCK           COMMON STOCK      ADDITIONAL
                               --------------------   ---------------------   PAID-IN      ACCUMULATED     DEFERRED
                               SHARES        AMOUNT    SHARES       AMOUNT    CAPITAL       DEFICIT      COMPENSATION      TOTAL
                               ------     ---------   ----------   --------  -----------  ------------   ------------   -----------
<S>                           <C>         <C>         <C>         <C>       <C>          <C>            <C>             <C>
Balance, June 30, 1999           --       $    --          3,600   $     36  $ 4,310,144  $ (7,169,493)  $      --      $(2,859,313)

Period ended September 30,
     1999 is Unaudited

Net effect of acquisitions      1,000          --     39,423,010        752   31,588,059          --            --       31,588,811

Intrinsic value of
     stock options               --            --           --         --        453,000          --        (453,000)         --


Net loss                         --            --           --         --           --      (3,312,319)         --       (3,312,319)
                                -----     ---------   ----------   --------  -----------  ------------   -----------    -----------
Balance, September 30, 1999
    (Unaudited)                 1,000     $    --     39,426,610   $    788  $36,351,203  $(10,481,812)  $  (453,000)   $25,417,179
                                =====     =========   ==========   ========  ===========  ============   ===========    ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements


                                       5

<PAGE>   6





                              eVENTURES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED SEPTEMBER 30,
                                                                    --------------------------------
                                                                        1998               1999
                                                                    --------------    --------------
                                                                              (UNAUDITED)
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                          $   (1,254,070)   $   (3,312,319)
  Adjustments  to reconcile  net income to net cash (used in)
    provided by net operating activities:
    Depreciation and amortization                                          522,064         1,708,406
    Other expenses                                                         370,689              --
    Foreign currency (gain) loss                                             8,238            (6,502)
    Equity in loss of unconsolidated affiliate                                --              18,730
    Change in operating assets and liabilities:
      Accounts receivable                                                 (989,939)          (97,493)
      Other receivables                                                    (37,152)          (60,824)
      Prepaid expenses and other                                           (16,038)           (7,263)
      VAT receivable                                                      (334,936)          321,100
      Restricted cash                                                   (1,067,490)           36,686
      Accounts payable                                                     835,036         1,170,492
      Accrued other                                                        (53,406)          309,516
      Accrued interest payable                                             129,220           142,508
      Customer deposits                                                   (200,000)          679,765
                                                                    --------------    --------------
Net cash (used in) provided by operating activities                     (2,087,784)          902,802
                                                                    --------------    --------------

CASH FLOW FROM INVESTING ACTIVITIES:
  Deposits                                                                   2,906           (56,761)
  Proceeds from sale of available-for-sale securities                      246,580              --
  Purchases of property and equipment                                   (1,131,808)         (574,379)
  Net cash acquired in acquisitions                                           --             299,687
  Investment in affiliates                                                    --             (68,122)
                                                                    --------------    --------------
Net cash used in investing activities                                     (882,322)         (399,575)
                                                                    --------------    --------------

CASH FLOW FROM FINANCING ACTIVITIES:
  Advances - shareholders                                                   10,688              --
  Issuance of common stock and preferred stock                                --           5,940,000
  Proceeds from the issuance of debentures                                 850,000              --
  Repayment of loan                                                           --            (823,278)
  Payments on capital leases                                               (46,517)         (196,583)
                                                                    --------------    --------------
Net cash provided (used in) by financing activities                        814,171         4,920,139
                                                                    --------------    --------------

Net change in cash                                                      (2,155,935)        5,423,366

CASH AND CASH EQUIVALENTS, beginning of period                           2,417,216            39,379
                                                                    --------------    --------------
CASH AND CASH EQUIVALENTS, end of period                            $      261,281    $    5,462,745
                                                                    ==============    ==============

Supplemental disclosure of cash flows information:
  Cash paid for:
    Interest                                                        $       11,000    $       97,000
                                                                    ==============    ==============
    Taxes
                                                                    $          --                 --
                                                                    ==============    ==============
Supplemental schedule of non-cash investing and
  financing activities:

  Goodwill arising from change in ownership
    and acquisitions settled through the issuance of stock          $         --      $   17,162,468
                                                                    ==============    ==============
  Net assets of subsidiaries acquired through an
    issue of stock                                                  $         --      $      196,169
                                                                    ==============    ==============
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       6

<PAGE>   7
                              eVENTURES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS:

eVentures Group, Inc. ("eVentures" or the "Company") was incorporated in the
state of Delaware on June 24, 1987 and was a public company with no material
operations prior to the transactions consummated on September 22, 1999, which
are described below. The Company was formerly known as Adina, Inc.

On September 22, 1999, the Company acquired all of the outstanding shares of
AxisTel Communications, Inc. ("AxisTel"), approximately 66.67% of the
outstanding shares of e.Volve Technology Group, Inc. ("e.Volve"), approximately
17% of the outstanding shares of i2v2.com, Inc. ("i2v2.com") (collectively the
"Acquired Entities"), and $8,540,159 notes receivable from e.Volve including
accrued interest ("Notes") held by Major Shareholders (as defined below). All
the acquisitions and the purchase of the Notes were settled through issuance of
stock of eVentures (the "Transaction"). As a result of the Transaction,
approximately 77% of the common stock of the Company outstanding after the
Transaction was owned by three shareholders that are affiliated with each other
(the "Major Shareholders") on September 22, 1999. In October 1999, the remaining
33.33% of e.Volve was acquired by the Company.

Prior to the Transaction, the Major Shareholders had directly and indirectly
held interests in the Acquired Entities, as follows: 66.67% of e.Volve, 21% of
i2v2.com, and 0.7% of AxisTel plus options to purchase a further 49.3% of
AxisTel. In August of 1999, the interest in i2v2.com held by the Major
Shareholders was diluted to 17%. Immediately after exercising the options in
AxisTel, these interests, along with the Major Shareholders' Notes receivable
from e.Volve, were directly and indirectly transferred to eVentures in exchange
for the Company's stock. The remaining 50% of AxisTel was then purchased from
AxisTel's founding shareholders.

The Company operates a private convergence network which consists of digital
switching, routing and signal management equipment, as well as digital fiber
optic cable lines. The network incorporates software, programming and switching
Dec Agreed to this technology which was originally developed for or in relation
to the Internet.

The Acquired Entities provide communications services and operate communications
networks based on Internet Protocol ("IP") and Asynchronous Transfer Mode
("ATM") technologies. The Acquired Entities provide high quality communications
services, offering international voice, data, Internet access and other
value-added applications over private fiber optic networks and the Internet. The
customers of the Company include corporate and governmental communications
service providers and individual business customers in the United States and the
Company's foreign markets.

Both the e.Volve and AxisTel networks are scalable networks built around digital
packet switching equipment. This switching equipment, together with other
components of the networks, incorporate ATM and IP technologies. The networks
meet voice over internet protocol ("VOIP") standards. Internationally, the
Company's networks offer communications services through leased or owned fiber
optic cable under direct operating agreements with telecommunications
authorities and Internet service providers ("ISP").

    Investments


    As of September 30, 1999, the Company has made investments in the
following companies:

<TABLE>
<CAPTION>

         COMPANY NAME                               ACCOUNTING METHOD    % OWNERSHIP
         ------------                               ------------------   -----------
<S>                                                <C>                  <C>
         Innovative Calling Technologies, LLC       equity basis            50.0%
         i2v2.com Inc. (d/b/a PhoneFree.com)        cost basis              16.0%
</TABLE>

                                       7

<PAGE>   8

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    INTERIM FINANCIAL DATA

    The consolidated balance sheet as of September 30, 1999 and the consolidated
    statements of operations, shareholders' equity and cash flows for the three
    month periods ended September 30, 1998 and 1999 have been prepared by the
    Company without audit. In the opinion of management, all adjustments,
    consisting of only normal recurring adjustments, necessary to present fairly
    the consolidated financial position, results of operations and cash flows
    have been made. The results of operations for the interim periods are not
    necessarily indicative of the results for the full year. The accompanying
    financial statements should be read with the Company's consolidated
    financial statements included in the Company's Form 10/A filed with the
    Securities and Exchange Commission on March 8, 2000.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with Generally
    Accepted Accounting Principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the financial
    statements and the reported amounts of revenues and expenses during the
    reporting period. Actual results could differ from those estimates.

3  PROPERTY AND EQUIPMENT:

    Property and equipment consists of the following at September 30, 1999.


<TABLE>

<S>                                                              <C>

             Property, Plant & Equipment:                        $   542,993
             Leasehold improvements                                5,985,121
             Network equipment under capital leases                1,950,762
             Other equipment                                          74,913
             Furniture and fixtures                              -----------
                                                                   8,553,789
                                                                 (1,206,014)
             Accumulated depreciation and amoritization          -----------
                                                                 $ 7,347,775
                                                                 ===========
</TABLE>


   Depreciation and amoritization expense related to the above property and
   equipment was $122,506 and $412,526 for the three months ended September 30,
   1998 and 1999, respectively.

4  NET LOSS PER SHARE:

    The Financial Accounting Standards Board issued Statement of Financial
    Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share ("EPS"). SFAS
    128 requires dual presentation of basic EPS and diluted EPS on the face of
    all income statements issued after December 15, 1997 for all entities with
    complex capital structures. Basic EPS is computed as net income divided by
    the weighted average number of common shares outstanding for the period.
    Diluted EPS reflects the potential dilution that could occur from common
    shares issuable through stock options, warrants and convertible debentures.

    Diluted EPS has not been presented for the effects of stock options,
    warrants and convertible debentures as the effect would be antidilutive.
    Accordingly, basic and diluted EPS did not differ for any period presented.
    For purposes of computation of EPS, the shares issued for the acquisition of
    2/3rd of e.Volve and the purchase of the e.Volve debentures (11,365,614
    shares) are deemed to have been in existence for the entire period.

5  SUBSEQUENT EVENTS:

    On October 14, 1999, the Company paid $1.1 million cash and issued 239,299
    shares of eVentures' common stock to Avantel S.A. in satisfaction of
    accounts payable to Avantel of $4.3 million.

    As part of the September 22, 1999 Transaction (see Note 1), the Company
    acquired the remaining 33.3% of e.Volve on October 19, 1999 through an
    extension of eVentures original offer. This purchase was settled through an
    issuance of 5,831,253 shares of eVentures' common stock.

                                       8

<PAGE>   9
    On November 19, 1999, November 26, 1999 and December 15, 1999, the Company
    issued 7,000 shares of Series B Convertible Preferred Stock at a price of
    $1,000 per share. The par value of shares of Series B Convertible Preferred
    Stock is $0.00002. The shares of Series B Convertible Preferred Stock are
    convertible into shares of the Company's common stock at a price of $13.80
    per share, subject to certain anti-dilution adjustments. The conversion
    price was determined using the average of the closing bid price per share of
    eVentures common stock for the 10 trading days ended October 29, 1999. Due
    to the beneficial conversion feature of these securities, an imputed
    preferred dividend of $1.1 million has been recorded during the three months
    ended December 31, 1999.

    On November 30, 1999, the Company terminated its marketing agreement with
    Corpovision, S.A. The Company settled its liability to Corpovision with
    respect to the termination of this agreement through the issuance of 137,500
    shares of eVentures common stock. As a result, the Company recorded a charge
    in the statement of operations of approximately $1.1 million in November,
    1999 related to the difference between the value of the shares issued and
    the book value of the note payable to Corpovision.

6  PRO FORMA FINANCIAL DATA

    On September 22, 1999, the Company acquired all of the outstanding shares of
    AxisTel, approximately 66.7% of the outstanding shares of e.Volve, the
    e.Volve debentures, and a minority interest in i2v2.com. On October 19,
    1999, the Company acquired the remaining 33.3% of the outstanding shares of
    e.Volve. All of the acquisitions were settled through the issuance of stock
    of the Company.

    Set forth below is the Company's unaudited pro forma condensed statement of
    operations for the year ended June 30, 1999 and the three months ended
    September 30, 1999 as though the Transaction had occurred on July 1, 1998,
    after adjustments related to goodwill, amortization of intangible assets and
    debt discount and interest expense relating to the e.Volve debentures. The
    unaudited pro forma results are not necessarily indicative of either actual
    results of operations that would have occurred had the acquisitions been
    made on July 1, 1998 or of future results.

<TABLE>
<CAPTION>

                             YEAR ENDED          THREE MONTHS ENDED
                            JUNE 30, 1999        SEPTEMBER 30, 1999
<S>                          <C>                 <C>
Revenues                     $ 35,215,916           $ 14,695,002
Net loss                     $(10,501,114)          $ (3,899,691)
Net loss per share           $      (0.25)          $      (0.09)
</TABLE>


                                       9

<PAGE>   10





                              eVENTURES GROUP, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS

OVERVIEW

    The financial information and other statistical data set out below represent
the financial condition and results of operations of the accounting acquirer
pursuant to a series of reorganization transactions completed on September 22,
1999 and October 19, 1999 (the "Reorganization") described herein for all
periods from July 1, 1998 through September 22, 1999. As a result, throughout
this Form 10Q/A, our financial statements as of any date and for any period
beginning July 1, 1998 and ending on or prior to September 22, 1999 reflect the
financial condition and results of operations of e.Volve as if we had acquired
the interest of the Infinity Entities in e.Volve on July 1, 1998, except that
(a) our balance sheet as of June 30, 1999 reflects the acquisition of our
minority interest in PhoneFree.com and (b) our balance sheet as of September 30,
1999 reflects the acquisition of AxisTel.

REVENUES. We generate revenues through the sale of international Internet
telephony minutes on a wholesale basis to other U.S. long-distance providers.
Our agreements with our wholesale customers are short term in duration and the
rates we charge customers are subject to change from time to time. Due to
increasing competition, management expects these rates to decline, which could
have a material adverse effect on our financial condition or results of
operation. Our three largest customers accounted for substantially all of our
revenues for the three months ended September 31, 1999.

DIRECT COSTS. Direct costs include per minute termination charges and lease
payments and fees for fiber optic cable. Prior to September 1999, we only
provided international telecommunication services from the United States to
Mexico. The majority of termination fees and certain fiber optic lease payments
were payable in Mexican pesos. As a result, we were exposed to exchange rate
risk due to the fluctuation of the Mexican peso compared to the US dollar.
Continued fluctuation in the exchange rate may have a material adverse impact on
our financial condition or results of operation. Two vendors in Mexico provided
substantially all of our terminating capabilities in Mexico. If one of these
vendor relationships were terminated, it could have a material adverse effect on
our financial condition and results of operation.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. These expenses include corporate
expenses and management salaries, sales and marketing expenses, travel and
development expenses, benefits, occupancy costs, and administrative expenses. We
maintain a corporate office and two switch facilities. Due to the international
nature of our business, travel and development costs have been significant and
could continue to increase as we seek to expand our network.


                                       10

<PAGE>   11
SUMMARY OF OPERATING RESULTS

The table below summarizes our operating results


<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED SEPTEMBER 30,
                                               -----------------------------------------------------------
                                                   1998            %              1999              %
                                               -----------     -----------     -----------     -----------
                                                                       (UNAUDITED)
<S>                                            <C>             <C>             <C>            <C>
Revenues                                       $ 4,205,662           100.0%    $ 8,675,719           100.0%
Direct costs                                     3,495,587            83.1%      8,729,520           100.6%
                                               -----------     -----------     -----------     -----------
Gross profit (loss)                                710,075            16.9%        (53,801)           (0.6)%

Selling, general and administrative expense      1,588,526            37.8%      1,816,032            20.9%
                                               -----------     -----------     -----------     -----------
Loss from operations, before other (income)
     expenses                                     (878,451)          (20.9)%    (1,869,833)          (21.6)%
                                               -----------     -----------     -----------     -----------
Other (income) expenses
     Interest expense, net                         359,435             8.5%        519,231             6.0%
     Write off of unamortized debt discount           --               0.0%        917,615            10.6%
     Equity in loss of affiliate                      --               0.0%         18,730             0.2%
     Foreign currency (gain) loss                    8,238             0.2%         (6,502)           (0.1)%
     Other                                           7,946             0.2%         (6,588)           (0.1)%
                                               -----------     -----------     -----------     -----------
                                                   375,619             8.9%      1,442,486            16.6%
                                               -----------     -----------     -----------     -----------
Net loss                                       $(1,254,070)          (29.8)%   $(3,312,319)          (38.2)%
                                               ===========     ===========     ===========     ===========
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

REVENUES. Revenues increased to $8.7 million during the three months ended
September 30, 1999 from $4.2 million during the three months ended September 30,
1998, an increase of 106.3%. This primarily resulted from an increase in traffic
transmitted to 77.1 million minutes during the three months ended September 30,
1999 from 18.6 million minutes during the three months ended September 30, 1998,
offset by a decrease in the average revenue per minute primarily as a result of
increased competition in the Mexican market. The average revenue per minute
decreased to $0.11 per minute during the three months ended September 30, 1999
from $0.23 per minute during the three months ended September 30, 1998.

DIRECT COSTS. Direct costs increased to $8.7 million during the three months
ended September 30, 1999 from $3.5 million during the three months ended
September 30, 1998, an increase of 149.7%. This increase in direct costs
resulted primarily from a $5.5 million increase in termination fees associated
with the increase in traffic transmitted, offset by lower per minute termination
rates. The average rate per minute to terminate traffic decreased to $0.10 per
minute during the three months ended September 30, 1999 from $0.13 per minute
during the three months ended September 30, 1998. In addition, the increase in
direct costs was offset by reduced costs for fiber optic connections between our
points of presence of $293,000. As a percentage of revenues, direct costs during
the three months ended September 30, 1999 increased to 100.6% from 83.1% during
the three month ended September 30, 1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased to $1.8 million during the three months ended September 30,
1999 from $1.6 million during the three months ended September 30,1998, an
increase of 14.3%. This increase resulted primarily from an increase in
operating staff ($172,000), professional fees ($200,000), and depreciation
expense ($260,000). In addition, we reserved $370,000 for potential litigation
costs.

INTEREST EXPENSE, NET. Interest expense, net increased to $519,231 during the
three months ended September 30, 1999 from $359,435 during the three months
ended September 30, 1998, a increase of 44.5%. This increase was a result of
higher charges related to capital leases for new equipment.

WRITE OFF OF UNAMORTIZED DEBT DISCOUNT. The write off of unamortized debt
discount during the three months ended September 30, 1999 resulted from our
acquisition of the e.Volve debentures from our Major Shareholder as part of
reorganization and the subsequent elimination upon consolidation of these
debentures in our consolidated balance sheet.

EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATE. Equity in loss of unconsolidated
affiliate was $18,730 during the three months ended September 30, 1999. These
losses occurred as a result of a joint venture formed with e.Volve in April
1999.

FOREIGN CURRENCY (GAIN) LOSS. Foreign currency (gain) loss during the three
months ended September 30, 1999 was a gain of $6,502 compared with a loss of
$8,238 during the three months ended September 30, 1998.

                                       11

<PAGE>   12
OTHER. Other income of $6,588 during the three months ended September 30, 1999
changed from an expense of $7,946 during the three months ended September 30,
1998.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have funded our operations primarily through cash from
operations and from private placements of common stock, preferred stock,
warrants to purchase common stock and debt. As of September 30, 1999, we have
raised a total of $15.0 million to finance operations and to fund capital
expenditures primarily through borrowings from and equity investments by the
Infinity Entities and the proceeds of capital leases.

On September 28, 1999, we completed a private placement of common and preferred
stock of approximately $5.9 million. Proceeds from this placement were used for
general corporate purposes and as capital for new investments and projects.

Our principal uses of cash are to fund working capital requirements, capital
expenditures and the operating losses.

As of September 30, 1999, we had current assets of $9.8 million, including cash
and cash equivalents of $5.5 million, and a working capital deficit of $4.4
million. Current assets included a VAT receivable of $2.4 million.

CASH FLOWS FROM OPERATING ACTIVITIES:

Our operating activities generated cash of $902,802 during the three months
ended September 30, 1999. During the three months ended September 30, 1999 cash
flows from operating activities primarily resulted from non-cash depreciation
and amortization expenses, an increase in accounts payable, an increase in
customer deposits and a decrease in tax refund receivable, off-set by net
losses.

CASH FLOWS FROM INVESTING ACTIVITIES:

We used cash flow for investing activities of $399,575 during the three
months ended September 30, 1999. During the three months ended September 30,
1999, cash used in investing activities primarily consisted of cash used
to purchase equipment, fund a joint venture, and make certain deposits offset
by cash acquired in acquisitions.

CASH FLOWS FROM FINANCING ACTIVITIES:

Our cash flow from financing activities was $4.9 million during the three months
ended September 30, 1999. During the three months ended September 30, 1999 cash
provided from the proceeds of a private placement of $5.9 million of common
stock and preferred stock, offset by repayment of a loan and capital lease
payments.

GENERAL

Our business plans require and will continue to require a substantial amount of
capital to fund our expansion into existing and new markets, continue to develop
our network and fund operating losses and debt and capital lease payments. We
also will continue to make strategic investments and to evaluate acquisitions in
light of our long range plans. Such strategic investments and acquisitions, if
realized, could require expenditure of a material portion of our financial
resources and would accelerate the need for raising additional capital. Sources
of funding for our financing requirements may include vendor financing, bank
loans and public offerings or private placements of equity and/or debt
securities. We cannot be certain that additional financing will be available or,
if available, could be obtained on a timely basis and on acceptable terms. The
failure to obtain such financing on acceptable terms could have a material
adverse effect on our business and prospects.

Our cash and cash equivalents are expected to provide sufficient liquidity
to meet our capital requirements for approximately the next twelve months.

                                       12

<PAGE>   13


EQUIPMENT LEASING AND FINANCING. We have leased equipment manufactured by
various equipment manufacturers including Network Equipment Technologies, Inc.
and Harris Corporation. We have entered into approximately $5.6 million of
capital leases with BA Capital Corp. and Arrendadora BankAmerica, S.A.

SUBSEQUENT EVENTS:

On October 14, 1999, we exchanged accounts payable to Avantel, S.A. of
$4.3 million for $1.1 million cash plus 239,229 shares of our Common Stock.

To consummate the September 22, 1999 Transaction (see Note 1), we acquired the
remaining 33.3% of e.Volve on October 19,1999, through an extension of our
original offer. This purchase was settled through an issuance of 5,831,253
shares of our common stock.

On November 19, 1999, we issued 2,500 shares of Series B Convertible Preferred
Stock and on November 26, 1999, we issued 3,725 shares of Series B Convertible
Preferred Stock, both at a price of $1,000 per share. The par value of both
classes of shares is $0.00002. The shares are convertible to Common Stock at a
price of $13.80 per share, subject to normal anti-dilution adjustments. The
conversion price was determined using the average of the closing bid price per
share of our Common Stock for the 10 trading days ended October 29, 1999. These
shares convert to our Common Stock on the second anniversary of date of issue.

On November 30, 1999, we terminated our marketing agreement with Corpovision. We
settled our liability to Corpovision and terminated the agreement through an
issue of 137,500 shares of eVentures' Common Stock. As a result, we will record
a charge in the statement of operations of approximately $1.1 million in
November, 1999 for the difference between the value of the shares issued and the
book value of the note payable to Corpovision.

On December 15, 1999, we issued and sold 775 shares of our Series B Convertible
Preferred Stock to an aggregate of 14 investors for $775,000 at a price of
$1,000 per share. The par value of both classes of shares is $0.00002. The
shares are convertible to Common Stock at a price of $13.80 per share, subject
to normal anti-dilution adjustments. The conversion price was determined using
the average of the closing bid price per share of our common stock for the 10
trading days ended October 29, 1999. These shares convert to our Common Stock on
the second anniversary of date of issue.

The preferred stock issued on November 19, 1999, November 26, 1999 and
December 15, 1999 were issued at a discount to the market value of our common
stock into which it is convertible. We will recognize this discount by
accounting for it as an imputed preferred dividend of $1.1 million in our second
quarter.

EFFECTS OF INFLATION

Management does not believe that its business is impacted by inflation to a
significantly different extent than is the general economy. However, there can
be no assurances that inflation will not have a material effect on the Company's
operations in the future.


                                       13

<PAGE>   14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of political instability, foreign currency,
and other risks.

Political Instability Risks. We have relationships with foreign suppliers in
Mexico, India, Syria, Sri Lanka and other countries. We have not experienced any
negative economic consequences as a result of relationships with foreign
suppliers in these countries, but we may be negatively affected should political
instability in any of these countries develop.

Foreign Currency Risks. Since the agreements we have entered into with foreign
suppliers in Syria, India, Sri Lanka and other countries are denominated in U.S.
dollars, we are not exposed to risks associated with fluctuations in these
foreign currencies. However, because our agreements with Mexican suppliers are
denominated in Mexican pesos, we may be exposed to fluctuations in Mexican
pesos, as well as to downturns in the Mexican economy, all of which may affect
profitability. During the period ended September 30, 1999, substantially all of
our termination costs in Mexico were denominated in Mexican pesos.

Other Market Risks. We are also exposed to potential risks in dealing with
foreign suppliers in foreign countries associated with potentially weaker
protection of intellectual property rights, unexpected changes in regulations
and tariffs, and varying tax consequences.
<PAGE>   15

                                     PART II
Item 1. Legal Proceedings

    We are involved in legal proceedings from time to time, none of which
    management believes, if decided adversely against us, would have a material
    adverse effect on the business, financial condition or results of operations
    of our Company.

Item 2. Changes in Securities

    In the past four months, we have issued and sold unregistered securities in
the transactions described below.


    On September 22, 1999, in connection with our reorganization, we issued and
sold:



    (i)   an aggregate of 14,562,193 shares of common stock to IEO Investments,
          Limited and Infinity Emerging Subsidiary Limited as merger
          consideration for all of the equity interests in IEO Holdings Limited;



    (ii)  an aggregate of 6,381,000 shares of common stock to certain
          shareholders of AxisTel in exchange for the outstanding shares of
          capital stock of AxisTel not owned by IEO Holdings Limited; and



    (iii) 5,682,807 shares of common stock to Infinity Investors Limited in
          exchange for shares of capital stock of e.Volve representing
          approximately one-third of the outstanding capital stock of e.Volve.



    The issuance of such shares was exempt from the registration requirements of
the Securities Act pursuant to Rule 506 of Regulation D promulgated pursuant to
the Securities Act. No general solicitations were made in connection with this
transaction, and three accredited, eight non-accredited and three foreign
investors participated in this transaction. All non-accredited investors were
represented in connection with this transaction by purchaser representatives.



    On September 28, 1999, we issued and sold 1,000 shares of Series A
Convertible Preferred stock to an accredited investor for $1.0 million in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Rule 506 of Regulation D promulgated pursuant to the Securities Act.
No general solicitations were made in connection with this transaction.



    On September 28, 1999, we issued and sold an aggregate of 2,470,000 shares
of common stock to 25 investors for $4.9 million in a transaction exempt from
the registration requirements of the Securities Act pursuant to Rule 506 of
Regulation D promulgated pursuant to the Securities Act. No general
solicitations were made in connection with this transaction, and only accredited
investors participated in this transaction.



    On October 14, 1999, we issued 239,229 shares of our common stock to
Avantel S.A. to settle accounts payable due to Avantel in the amount of $3.2
million in a transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) of the Securities Act. These shares
were issued for consideration of $13.125 per share, which was 75% of the
closing price of our common stock on the date of issuance, and which
represented the fair market value of our common stock. The price per share was
determined following negotiations with Avantel.



    On October 19, 1999, in connection with our reorganization, we issued and
sold an aggregate of 5,831,253 shares to 27 shareholders of e.Volve in exchange
for the outstanding shares of capital stock of e.Volve not owned by eVentures in
a transaction exempt from the registration requirements of the Securities Act
pursuant to Rule 506 of Regulation D under the Securities Act. No general
solicitations were made in connection with this transaction, and 22 accredited
and 5 non-accredited investors participated in this transaction. All
non-accredited investors were represented in connection with this transaction by
purchaser representatives.



    On November 19, 1999, we issued and sold 2,500 shares of our Series B
preferred stock to an accredited investor for $2.5 million in a transaction
exempt from the registration requirements of the Securities Act pursuant to Rule
506 of Regulation D under the Securities Act. No general solicitations were made
in connection with this transaction.



    On November 26, 1999, we issued and sold 3,725 shares of our Series B
preferred stock to an accredited investor for $3.7 million in a transaction
exempt from the registration requirements of the Securities Act pursuant to Rule
506 of Regulation D under the Securities Act. No general solicitations were made
in connection with this transaction.



    On November 30, 1999, we issued 137,500 shares of our common stock to
Corpovision, S.A. to settle a note payable due to Corpovision in the amount of
$1.1 million in a transaction exempt from the registration requirements of the
Securities Act pursuant to Section 4(2) of the Securities Act. These shares were
issued for consideration of $8.00 per share, which was below the market price of
our common stock on the date of issuance. We took a charge of $2.2 million
during our second fiscal quarter in connection with this transaction. The price
per share was determined following negotiations with Corpovision.



    On December 15, 1999, we issued and sold 775 shares of our Series B
preferred stock to an aggregate of 14 accredited investors for $775,000 in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Rule 506 of Regulation D promulgated pursuant to the Securities Act.
No general solicitations were made in connection with this transaction.



    On December 21, 1999, we issued 200,000 shares of our common stock upon
conversion of 1,000 shares of our Series A preferred stock in a transaction
exempt from the registration requirements of the Securities Act pursuant to
Section 3(a)(9) of the Securities Act.


                                       14

<PAGE>   16

Item 3. Defaults Upon Senior Securities

    None

Item 4. Submission of Matters to a Vote of Security Holders

    None

Item 5. Other Information

    None

Item 6. Exhibits and Reports on Form 8-K

    (a) The exhibit listed in the accompanying Index to Exhibits are filed as
part of this Report on Form 10-Q.

    (b) Reports on 8-K

             1) On October 7, 1999, the Company filed a report on Form 8-K
                announcing that it had acquired (i) all of the outstanding
                shares of AxisTel, (ii) approximately two-thirds of the
                outstanding shares of e.Volve and (iii) approximately 17% of the
                outstanding shares of i2v2.com Inc. pursuant to the
                Reorganization.

             2) On November 3, 1999, the Company filed a report on Form 8-K
                announcing that on October 19, 1999 it had acquired the
                remaining one-third interest of e.Volve, making e.Volve a wholly
                owned subsidiary of the Company.

             3) On December 7, 1999, the Company filed a report on Form 8-K/A
                which amends the Form 8-K previously filed on October 7, 1999.
                The Form 8-K/A reported that the Company was unable to provide
                historical financial information statements and pro forma
                financial information statements as of December 6, 1999 as was
                previously planned, but anticipated filing the historical
                financial information statements and pro forma financial
                information statements on or prior to December 9, 1999.

             4) On December 9, 1999, the Company filed a report on Form 8-K/A
                which amends the Form 8-K previously filed on October 7, 1999,
                as later amended on December 7, 1999. The Form 8-K/A filed on
                December 9, 1999 included the historical financial information
                statements and pro forma financial information statements, as
                well as unaudited financial statements of the Company as of
                September 30, 1999 and for the three months ended September 30,
                1999 and September 30, 1998.

                                       15

<PAGE>   17

             5) On December 14, 1999, the Company filed a report on Form 8-K
                announcing that (i) it had engaged BDO Seidman LLP at its
                auditors and dismissed Larry O'Donnell, C.P.A. as of December 9,
                1999 and (ii) it had changed its fiscal year end date from April
                30, 1999 to June 30, 1999.

             6) On December 20, 1999, the Company filed a report on Form 8-K/A
                which amends the financial statements reported in the December
                9, 1999 Form 8-K/A.

             7) On December 28, 1999, the Company filed a report on Form 8-K/A
                which amends the Form 8-K filed on December 14, 1999 in order to
                provide the letter addressed to the Securities and Exchange
                Commission by the Company's former accountant required pursuant
                to Item 304 of Regulation S-K.

                                       16

<PAGE>   18





                                   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.

eVENTURES GROUP, INC.

Date: March 8, 2000                By: /s/ Barrett N. Wissman
                                       ----------------------------------------
                                           Barrett N. Wissman President and
                                           Chief Executive Officer

Date: March 8, 2000                By: /s/ John Stevens Robling Jr.
                                       ----------------------------------------
                                           John Stevens Robling Jr. Chief
                                           Financial Officer




                                       17

<PAGE>   19





                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

                   EXHIBIT
                   NUMBER             DESCRIPTION
                   -------            -----------
<S>                           <C>
                    27.1        Financial Data Schedule
</TABLE>