WWWT - 1.50 +1.00 1.40 1.50 11,756
Reverse merger
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 reported): July 19, 2005
W3 GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27083 84-1108035
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporatio) Number Identification Number)
60 East 42nd Street, Suite 1163, New York, NY 10165
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(Address of Principal Executive Offices)
(212) 750-7878
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (SEE General Instruction A.2. below:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On July 19, 2005, W3 Group, Inc. (the "Company"), Aftersoft Group, Inc., a
Delaware corporation ("Aftersoft") and Auto Data Network, Inc., a Delaware
corporation and the sole shareholder of Aftersoft (the "Aftersoft
Shareholder") entered into an Acquisition Agreement (the "Agreement")
pursuant to which the Company will acquire all of the outstanding shares of
common stock of Aftersoft in exchange for the issuance by the Company to the
Aftersoft Shareholder of 32,500,000 newly-issued shares of common stock of
the Company, par value $.0001 per share (the "Common Stock"). It is
anticipated that following the consummation of the transaction, the current
shareholders of the Company will own approximately 4.7% of the total
outstanding shares.
The consummation of the transaction is subject to the satisfaction of
customary conditions in similar transactions, including requisite consents,
the truth and accuracy of the parties' respective representations and
warranties, the absence of any pending litigation seeking to restrain or
invalidate the transaction and the lack of any material adverse changes
since the execution and delivery of the Agreement.
The Agreement also contemplates that concurrent with the closing of the
transaction, (a) the Board of Directors of the Company will appoint
new directors as designated by the Aftersoft Shareholders and shall
thereafter resign with such newly appointed directors to fill such posts
until the next annual election of directors; and (b) all current officers of
the Company shall resign from their positions with the Company, with new
officers to be appointed by the new Board members.
The foregoing summary of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Agreement attached as Exhibit 10.1 hereto and incorporated
herein by reference.
Aftersoft is in the automotive software business and provides a broad range
of supply chain management solutions to automotive parts manufactures,
distributors and retailers.
Item 5.01 Changes in Control of Registrant.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1. Acquisition Agreement dated July 19, 2005 by and between W3
Group, Inc., Aftersoft Group, Inc. and Auto Data Network, Inc.
2
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 22, 2005 W3 GROUP, INC., A Delaware Corporation
(Registrant)
By: /s/ Robert Gordon
Robert Gordon
President
