SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
EQUALNET COMMUNICATIONS CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
294408109
(CUSIP Number)
July 13, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, (the "Act"), or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [x]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 833,333
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 833,333
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,666,666
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- -----------------------------------------------------------------
(11) Percent of Class Represented by 7.6%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
<PAGE>
(1) Name of Reporting Person IEO Holdings Limited
I.R.S. Identification
No. of Above Person (entities only) N/A
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a (a) [x]
Member of a Group* (b) [ ]
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Citizenship or Place of Organization Nevis, West Indies
- -----------------------------------------------------------------
Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 833,333
- -----------------------------------------------------------------
(6) Shared Voting Power 0
- -----------------------------------------------------------------
(7) Sole Dispositive Power 833,333
- -----------------------------------------------------------------
(8) Shared Dispositive Power 0
- -----------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned 1,666,666
by Each Reporting Person
- -----------------------------------------------------------------
(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
- ------------------------------------------------------------------
(11) Percent of Class Represented by 7.6%
Amount in Row (9)
- -----------------------------------------------------------------
(12) Type of Reporting Person* CO
- ------------------------------------------------------------------
* SEE INSTRUCTIONS
<PAGE>
Item 1(a) Name of Insurer:
Equalnet Communications Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
1250 Wood Branch Park Drive
Houston, Texas 77079
Item 2(a) Name of Person Filing:
Pursuant to Rule 13d-1(a) promulgated under the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Statement on Schedule 13G is
filed jointly by Infinity Investors Limited
("Infinity") and IEO Holdings Limited ("IEO") to amend
their original Statement on Schedule 13D filed on
June 3, 1999. Infinity and IEO are collectively
referred to herein as the "Reporting Persons." The
Reporting Persons included as APPENDIX A to their
original Statement on Schedule 13D an agreement in
writing that this Statement is filed on behalf of each
of them.
Additionally, information is included herein with
respect to the following persons (collectively, the
"Controlling Persons"): Infinity Emerging Opportunities
Limited ("Emerging"), HW Partners, L.P. ("HW
Partners"), HW Finance, L.L.C. ("HW Finance"), and
Barrett Wissman ("Wissman"). Wissman is a U.S. citizen
and resident of the State of Texas.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
The principal address of each of Infinity , IEO
and Emerging, which also serves as the principal office
of each, is Hunkins Waterfront Plaza, Main Street, P.O.
Box 556, Charlestown, Nevis, West Indies. The
principal address of the other entities set forth
herein is 1601 Elm Street, Suite 4000, Dallas, Texas
75201.
<PAGE>
Item 2(c) Citizenship:
Infinity, IEO and Emerging are Nevis, West Indies
corporations. HW Partners is a Texas limited
partnership. HW Finance is a Delaware limited
liability company. Wissman is a U.S. citizen, resident
of the State of Texas.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Common
Stock") of the Issuer.
Item 2(e) CUSIP Number:
294408109
Item 3. This statement is filed pursuant to Rule 13d-1(c).
Item 4. Ownership:
Infinity
- --------
(a) Amount Beneficially Owned: 833,333
(b) Percent of Class: 3.8%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 833,333
(ii) shared power to vote or to direct the vote:0
(iii) sole power to dispose or to direct the disposition
of: 833,333
(iv) shared power to dispose or to direct the disposition
of: 0
Infinity is a Nevis, West Indies corporation,
the principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
<PAGE>
securities. No single shareholder has a controlling interest
in Infinity.
HW Partners is a Texas limited partnership,
the principal business of which is acting as advisor to
Infinity and other entities and activities related
thereto.
HW Finance is a Texas limited liability
company, the principal business of which is serving as
the general partner of HW Partners and activities
related thereto. Wissman is the Manager of HW Finance.
IEO
- ---
(a) Amount Beneficially Owned: 833,333
(b) Percent of Class: 3.8%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 833,333
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 833,333
(iv) shared power to dispose or to direct the disposition
of: 0
IEO is a Nevis, West Indies corporation, the
principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities. IEO is 100% owned by Emerging.
Emerging is a Nevis, West Indies corporation,
the principal business of which is the purchase, sale,
exchange, acquisition and holding of investment
securities. No single shareholder has a controlling
interest in Emerging.
<PAGE>
HW Partners is a Texas limited partnership,
the principal business of which is acting as advisor to
IEO and other entities and activities related thereto.
HW Finance is a Texas limited liability
company, the principal business of which is serving as
the general partner of HW Partners and activities
related thereto. Wissman is the Manager of HW Finance.
Termination of Merger Agreement
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Pursuant to a Common Stock Subscription
Agreement dated May 24, 1999 (the "Subscription
Agreement"), Infinity and IEO purchased 1,666,666
shares of Common Stock at a purchase price of $.60
per share. In addition, pursuant to the Subscription
agreement, Infinity and IEO were granted an option to
purchase up to an additional $1,500,000 in Common Stock
(the "Option") on or before the proposed merger (as
described below) at a purchase price of $.60 per share.
The Subscription Agreement was executed in
connection with an Agreement and Plan of Merger dated
as of May 24, 1999 the "Merger Agreement") by and among
e. Volve Technology Group, Inc., a Nevada corporation
(f.k.a. Orix Global Communications, Inc. and referred
to herein as "Orix"), the Issuer and Equalnet
Acquisition Corporation, a Nevada corporation and
wholly-owned subsidiary of Issuer.
To facilitate the consummation of the proposed,
merger certain shareholders of the Issuer (the "Proxy
Stockholders") entered into Irrevocable Proxy
Agreements dated as of May 21, 1999 (the "Irrevocable
Proxy Agreements") pursuant to which Infinity and IEO,
through their advisor, HW Partners, were granted an
irrevocable proxy to vote the Common Stock of the Proxy
Stockholders.
On July 13, 1999, the Merger Agreement was
terminated pursuant to its terms. Accordingly, the
<PAGE>
Option was terminated and the Irrevocable Proxy
Agreements have been revoked.
Item 5. Ownership of 5% or less of a Class:
Not Applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of the
Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
<PAGE>
Item 10. Certifications:
By signing below, the undersigned certifies that, to the
best of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Date: July 14, 1999
Infinity Investors Limited
By: /s/ JAMES A. LOUGHRAN
---------------------------------
Name: James A. Loughran
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Title: Director
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IEO Holdings Limited
By: /s/ SUZANNE SHEEHY
---------------------------------
Name: Suzanne Sheehy
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Title: Director
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Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001)
