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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): April 27, 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) 750-7878
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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))
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Item 3.03 Material Modification of Rights and Securities Holders.
On April 19, 2005, the Company filed an Information Statement pursuant to
Section 14(c) of the Securities and Exchange Act of 1934, as amended, with the
Securities and Exchange Commission. The Information Statement set forth
shareholder approval of an amendment to its amended Certificate of Incorporation
reflecting a 1 for 15 reverse split of the Company's common stock $.0001 par
value, effective May 9, 2005 and an increase of its authorized capital stock to
110,000,000 shares of which 100,000,000 were classified as common stock and
10,000,000 classified as preferred stock. The effect of the capital increase
was to increase the number of shares of common stock that the Company is
authorized to issue from 40,000,000 shares to 100,000,000 shares. The
Information Statement also disclosed the action of the Board of Directors in
connection with the mandatory conversion of its outstanding shares of preferred
stock into shares of common stock on the basis of 1 share of Common Stock for
each 2 shares of preferred stock effective April 25, 2005.
The Information Statement, as of the date filed, set forth that the Company
expected to privately place shares of its common stock to raise funds to finance
operations, including stock based acquisitions of businesses or assets
aggregating 2,200,000 post-reverse split shares and current discussions of a
possible 30,000,000 post-reverse split share exchange transaction with a
potential acquisition candidate. As of the date hereof, the Company has
abandoned its plans to privately place 2,200,000 of its post-reverse split
shares and is no longer in discussions for a possible acquisition for the
Company.
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: April 27, 2005 W3 GROUP, INC., A Delaware Corporation
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(Registrant)
By: /s/ Robert Gordon
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Robert Gordon
Acting President