Entry into Material Agreement, Financial Statements and Exhibits
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 9.01 Financial Statements and Exhibits
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