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): February 14, 2006


                              Aftersoft Group, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)


                                     0-27083
                                     -------
                            (Commission File Number)


              Delaware                                    84-1108035
    ----------------------------                ----------------------------
    (State or other jurisdiction                       (IRS Employer
         of incorporation)                           Identification No.)


        Savannah House 5th Floor, 11 Charles II Street, London, SW1Y 4QU
        ----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                +44 207 451 2468
                                ----------------
               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:

|_|   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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On February 14, 2006, the Registrant was informed that its independent
accountant, Donahue Associates, LLC.("Donahue") had resigned. The Registrant's
Board of Directors has accepted the resignation of Donahue and has appointed
Corbin & Company LLP ("Corbin") as its independent accountant from December 20,
2005. Corbin will perform the annual audit of Registrant's financial statements
for the year ended June 30, 2006.

In connection with Donahue's services to the Company, in the fiscal year ended
December 31, 2004, Donahue prepared a report dated March 25,2005 on the
Company's financial statements for the fiscal year ended December 31, 2004 and
2003. The report did not contain an adverse opinion or disclaimer of accounting
principles. The opinion was qualified, however, as to the Company's ability to
sustain itself as a going concern without securing additional funding. In
addition, with respect to the report, there were no disagreements with Donahue
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to the satisfaction of Donahue would have caused Donahue to make reference
thereto in Donahue's report on the financial statements for such periods.

The Company provided Donahue with a copy of the foregoing disclosures and
requested that Donahue furnish a letter addressed to the Securities and Exchange
Commission stating whether or not Donahue agrees with the above statements.

During the two most recent fiscal years and through December 20, 2005, the
Company has not consulted with Corbin regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the Company or oral
advice was provided that Corbin concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, or a reportable event.

Item 9.01 Financial Statements and Exhibits.

None


                                   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 thereunto duly authorized.

                                               Aftersoft Group, Inc.
                                                   (Registrant)


Date: February 14, 2006            /s/ Ian Warwick
                                   ---------------------------------------------
                                   Ian Warwick President
                                   (Officer duly authorized to sign this report)