8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) June 5, 1997 February 24, 1997




                        RESOURCENET COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)




 California                     033-90672                     93-1026060
 (State or other jurisdiction  (Commission                  (IRS Employer
  of incorporation)                file                         number)
                                                            Identification No.)




                      One Sansome Street, Suite 2000
                        San Francisco, California              94104
       (Address  of   principal   executive   offices)       (Zip Code)



Registrant's telephone number, including area code:              (415) 721 0299



                               AdsOnly Group, Inc.
                   (Former name, if changed since last report)









Item 5. Other Events

A. On April 15, 1997,  the Board of Directors  elected to change the name of the
Company from  AdsOnly  Group,  Inc. to  ResourceNet  Communications,  Inc. B. On
February  24,  1997,  certain  officers,  directors  and founders of the Company
contributed a combined total of 575,808 of their shares of the Company's  common
stock back to the Company,  thereby  reducing  the total issued and  outstanding
shares of the Company's common stock from 2,058,064 shares to 1,482,256 shares.

Item 6. Resignations of Registrant's Directors

On February 24, 1997, at the annual stockholders  meeting, Mr. Tracey Miner, Mr.
Michael Reif and Ms. Kimberly Young tendered their  resignations as Directors of
the Company. At the same stockholders meeting the following persons were elected
as directors:  Mr.  Michael  Hinshaw,  Mr. Per Barnes,  Mr. Henry Corona and Mr.
David Baker.

                                   SIGNATURES

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



                                  RESOURCENET COMMUNICATIONS, INC.

                                         (Registrant)



Dated: June 5, 1997


                             By:   /s/ Michael Hinshaw

                                   Michael Hinshaw
                                   President and Chief  Executive Officer

EX-3.(I)

                           CERTIFICATE OF AMENDMENT OF
                          ARTICLES OF INCORPORATION OF
                             THE ADSONLY GROUP, INC.


Michael Hinshaw and Henry Corona certify that:


1.  They  are  the  chief   executive   officer  and  the   secretary-treasurer,
respectively, of THE ADSONLY GROUP, INC., a California corporation.

2. Article I of the Articles of  Incorporation of this corporation is amended to
read as follows: I. The name of this corporation is ResourceNet  Communications,
Inc.

3.The  foregoing  amendment  of the  Articles  of  Incorporation  has been  duly
approved by the board of the directors of the corporation.

4. The foregoing amendment and restatement of articles of incorporation has been
duly approved by the required vote of  shareholders  in accordance  with Section
902 of the  Corporations  Code.  The total number of  outstanding  shares of the
corporation  is 1,482,256.  The  favorable  vote of a majority of such shares is
required to approve the amendment, and the number of such shares voting in favor
of the amendment equaled or exceeded the required vote.

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

DATE:             April 15, 1997



/S / Michael Hinshaw                                       /S/ Henry Corona
MICHAEL HINSHAW                                            HENRY CORONA
Chief Executive Officer                                    Secretary-Treasurer