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 reported): January 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 (IRS Employer
of Incorporation) File Number) Identification No.)
444 Madison Avenue, Suite 1800, New York, NY 10022
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(Address of Principal Executive Offices)
(212) 750-5020
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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 1.01 Entry into a Material Definitive Agreement.
The Company has entered into a Letter of Intent with Cristina
Acquisition Corp. ("CAC" or "Acquiree") on January 19, 2005 for
the acquisition of 100% of issued and outstanding capital stock
of Acquiree, a privately held corporation that plans to engage in
the oil and gas industry, to be located in Casper, Wyoming. CAC
has entered into a letter of intent to acquire 100% of the
membership interests of Gas Ventures LLC for a total cash
consideration of $1.2 million and shares of common stock whose
value is equal to $7.5 million at the closing. Gas Ventures
currently owns and operates oil and gas wells throughout the
state of Wyoming. CAC is also in the process of identifying
additional acquisition candidates and plans to grow its
operations through a series of additional acquisitions.
CAC was recently formed as a wholly owned subsidiary of Signal
Companies, Inc., also a privately held company located in Los
Angeles, California. Upon the closing of this transaction Signal
Companies, Inc., or its designees, shall be issued such number of
shares of the Common Stock of the Company as shall equal 83% of
the total issued and outstanding shares of Common Stock
immediately following the completion of such exchange. As a
condition of this transaction the Company proposes to effect a 1
for 20 reverse split of the common stock immediately prior to the
closing. As the transaction is currently proposed, CAC will
become a wholly owned subsidiary of the Company subject to any
changes agreed to by the parties based upon tax, accounting or
other considerations, it being the intention of the parties that
the transaction qualify as a tax free reorganization under
Section 368 of the Internal Revenue Code.
The Letter of Intent is not binding upon the parties except as
specifically stated therein. The Letter of Intent provides for
various other matters relating to due diligence prior to closing.
The transaction is subject to the parties entering into a formal
agreement for the planned transaction which agreement, in
additions to the matters specifically set forth in the Letter,
shall contain such terms, conditions and covenants as are typical
for transactions of this type.
As an additional condition of the transaction, Acquiree must
provide evidence of funding in the amount of $1.5 Million prior
to the closing date. Further conditions of the transaction
include "piggy-back" registration rights for the original
shareholders of the Company and the commitment by CAC that it
shall not effect any reverse split of the common stock of the
Company for a period of 24 months after the closing without the
consent of the owners of a majority of the shares of common stock
of the Company immediately prior to the closing.
Collateral to the agreement between the Company and CAC,
Ameristar Group, Incorporated, whose principals are directors and
principal shareholders of the Company, has entered into a
consulting agreement with Signal Companies, Inc. to provide
investment banking services to Signal and the Company on a going
forward basis. Pursuant to that consulting agreement, which takes
effect commencing April 1, 2005, Ameristar will receive a monthly
retainer. The Ameristar consulting agreement is further
contingent upon the closing of the CAC/W3 transaction.
Item 7.01 Regulation FD Disclosure.
On January 20, 2005, W3 Group, Inc. issued a press release
announcing that it has entered into a Letter of Intent to acquire
Cristina Acquisition Corp. The press release is filed with this
Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Letter of Intent dated January 19, 2005 between Registrant
and Cristina Acquisition Corp.;
99.1 Press Release dated January 20, 2005 issued by Registrant
in connection with execution of the Letter of Intent with
Cristina Acquisition Corp.
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: January 20, 2005 W3 GROUP, INC., A Delaware Corporation
(Registrant)
By: /s/ Robert Gordon
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Robert Gordon
Acting President
EXHIBIT INDEX
10.1 Letter of Intent dated January 19, 2005 between Registrant
and Cristina Acquisition Corp.;
99.1 Press Release dated January 20, 2005 issued by Registrant
in connection with execution of the Letter of Intent with
Cristina Acquisition Corp.