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): 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))

<PAGE>

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
<PAGE>



                                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

                                    3

<PAGE>

Exhibit 10.1

                         ACQUISITION AGREEMENT

    This  Agreement, entered  into and effective the 19th day of July, 2005,
by, between and among W3 Group, Inc., a corporation organized under the laws
of  the State of  Delaware (hereinafter  the "Purchaser"), Aftersoft  Group,
Inc., a  Delaware   corporation (hereinafter  the "Company") and  Auto  Data
Network, Inc., the shareholder of the Company ("the Shareholder").

                              Witnesseth:

    WHEREAS,  Purchaser  wishes  to  acquire,  and  Shareholder  is  willing
to exchange, all of the outstanding  stock  of  the  Company in exchange for
common stock of the Purchaser;

    NOW, THEREFORE, in  consideration  of the mutual terms and covenants set
forth  herein, Purchaser and  Shareholder approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:

                              ARTICLE I
             Shares to be Transferred and Shares to be Issued

1.   a. On  the  Closing  Date, as  that term  is hereinafter  defined,  the
Shareholder  shall  transfer  to  Purchaser  certificates  for the number of
shares  of  the  common  stock of  the Company  described  in  Schedule "A",
attached  hereto  and  incorporated  herein,  which, in the aggregate, shall
represent all of the issued and outstanding  shares of stock of the Company.
Such  certificates  shall  be  duly  endorsed  in  blank  by  Shareholder or
accompanied  by   duly  executed  stock  powers  in  blank  with  signatures
guaranteed.  Alternatively, the  shareholders may assign their rights to the
shares  if the shares  have not been physically  issued in the form of stock
certificates, or if the certificates have been lost.

     b. In exchange  for the  transfer of  the common stock  of the  Company
pursuant to sub-section 1.a. hereof, Purchaser shall on the Closing Date and
contemporaneously  with such transfer of the  common stock of the Company to
it  by  the   Shareholder, or  rights   thereto, issue  and deliver  to  the
Shareholder the  number of shares of common stock of the Purchaser specified
on Schedule "B" hereof. (See Paragraph 9.03 (e)).

2.   The parties intend that this  acquisition and exchange of  shares is to
be a "tax free" exchange/transaction pursuant to Section 368(a)(1)(b) of the
Internal Revenue Code of the United States.


<PAGE>


                              ARTICLE II
              Representations and Warranties of Shareholder

2.01   Ownership of Stock.

Shareholder is the record owners and holders of the number of fully paid and
non-assessable shares of the Company listed in Schedule "A" hereto as of the
date hereof and will continue to own  such shares until the delivery thereof
to the  Purchaser on the  Closing  Date and all such  shares of stock are or
will  be,  on  the  Closing  Date,  owned  free  and  clear  of  all  liens,
encumbrances,  charges  and  assessments of  every nature  and subject to no
restrictions  with respect  to  transferability, except  those  restrictions
imposed  by the  Securities  Act of 1933, as amended (the "Securities Act").
The  Shareholder will have full power  and authority to  assign and transfer
their shares of the Company in accordance with the terms hereof.

                             ARTICLE III
     Representations and Warranties of the Company and the Shareholder

3.01   Capitalization

Except  for this  Agreement, there  are no  outstanding  options, contracts,
calls, commitments,  agreements or demands  of any character relating to the
stock of the Company owned by Shareholder.

3.02	Organization and Authority.

(a)    The Company is a  corporation duly organized, validly existing and in
good standing  under the  laws of the State  of Delaware, with all requisite
corporate power and  authority to own, operate  and lease its properties and
to carry  on its business  as now being  conducted, is duly qualified and in
good standing  in every jurisdiction in which the property owned, leased  or
operated by it, or the nature  of the  business conducted  by it, makes such
qualification necessary to avoid material liability or material interference
in its  business operations, and is not subject to any agreement, commitment
or understanding which restricts or may restrict the conduct of its business
in  any jurisdiction or location.  The  Company is presently qualified to do
business in the States of Delaware and New York.

(b)    The outstanding shares of the Company are legally and validly issued,
fully paid and non-assessable.

                                     2
<PAGE>

(c)    The Company does not own five percent (5%) or more of the outstanding
stock of any corporation, except as listed on the Disclosure Statement.

(d)    The minute book  of the Company made available to Purchaser  contains
complete and accurate records of all meetings and other corporate actions of
the  shareholders and the Board of Directors  (and any committee thereof) of
the Company.

(e)    The Disclosure  Statement contains a  list of the officers, directors
and shareholders  of the Company and copies of the articles of incorporation
and by-laws currently in effect of the Company.

(f)    The  execution  and  delivery  of  this  Agreement  does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and  adoption  by  the Shareholder, violate  any  provision  of the
certificate/articles  of incorporation  or  bylaws  of the  Company, or  any
provisions thereof, or  result in the  acceleration of any obligation under,
any mortgage, lien,  lease, agreement, instrument, court  order, arbitration
award, judgment or decree to which the Company is a party, or by which it is
bound, and will not violate any  other restriction of any  kind or character
to which it is subject.

(g)    The authorized capital  stock of the Company consists of One Thousand
Five Hundred (1,500) shares of  common stock, $0.001 par value, all of which
shares are or will be issued and outstanding at the time of closing.

     3.06  Taxes. All federal, foreign, county and local income, ad valorem,
excise, profits, franchise,  occupation, property, sales, use gross receipts
and  other taxes (including  any interest or penalties relating thereto) and
assessments  which are due  and payable have  been duly reported, fully paid
and discharged  as reported by  the Company, and there  are no  unpaid taxes
which are, or  could  become a lien  on the  properties and  assets  of  the
Company, except as  provided  for in the financial statements of their date,
or have been  incurred in the normal course of business of the Company since
that date.  All tax returns of any kind required to be filed have been filed
and the taxes paid or accrued.

                                     3
<PAGE>


                               ARTICLE IV
                  Representations and Warranties of Purchaser

      Purchaser represents and warrants as follows, such representations and
warranties  to  be  true  and  correct  both at  the date  hereof and at the
closing, unless otherwise indicated:


4.01    Organization and Authority.

The Purchaser is a  corporation duly organized, validly existing and in good
standing  under  the  laws of  the State  of  Delaware, with  full power and
authority  to enter into  and perform  the transactions contemplated by this
Agreement, and  with all  requisite corporate  power  and  authority to own,
operate and  lease its properties  and to carry on its business as now being
conducted, is  duly qualified and in  good standing in every jurisdiction in
which the property  owned, leased  or operated  by it, or the  nature of the
business  conducted  by it, makes  such  qualification  necessary  to  avoid
material liability or material  interference in its business operations, and
is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location.
The Purchaser is presently qualified to do business Delaware.

     (a) The  outstanding  shares  of the  Purchaser are legally and validly
issued, fully paid and non-assessable.

     (b) The  Purchaser  does  not  own  five  percent  (5%) or  more of the
outstanding  stock  of any corporation,  except as listed on  the Disclosure
Statement.

     (c) The minute  book of the Purchaser made available to the Company and
Shareholder contains complete and accurate records of all meetings and other
corporate  actions of the  shareholders and  the Board of Directors (and any
committee thereof) of the Purchaser.

     (d) The Disclosure Statement contains a list of the officers, directors
and  shareholders   of  the  Purchaser  and  copies   of  the  articles   of
incorporation and by-laws currently in effect of the Purchaser.

     (e) The  execution  and  delivery of this  Agreement  does not, and the
consummation  of the  transaction  contemplated hereby  will not violate any
provision  of the certificate/articles  of incorporation  or  bylaws of  the
Purchaser, or any provisions thereof, or  result in  the acceleration of any
obligation  under, any  mortgage, lien, lease, agreement,  instrument, court
order, arbitration  award, judgment  or decree  to which  the Purchaser is a
party, or by which  it is bound, and will  not violate any other restriction
of any kind or character to which it is subject.

                                    4

     (f) The  authorized  capital  stock of  the Purchaser  consists  of 110
million (110,000,000) shares  of which 100  Million (100,000,000) shares are
common  stock,  $.0001 par  value,  and 10  Million (10,000,000) shares  are
preferred  stock $.0001 par value.  After  giving effect to the transactions
contemplated  by  this  Agreement,  at  closing, approximately  thirty  four
million  one hundred  thousand  nine hundred  seven (34,100,907)  shares  of
common stock will be issued and outstanding and no shares of preferred stock
will be issued and outstanding.

     (g) Purchaser  represents that at  the time  of closing it will have no
assets  or liabilities  other than that which is  reflected  in its  audited
financial statements.

     (h) Purchaser represents that at the time of closing it will have taken
all  necessary  steps  to  comply  with  all  applicable  state  and federal
securities laws and regulations and that, to the knowledge of the Purchaser,
at the  time of  closing, there  will  not be  any  litigation, arbitration,
governmental   or   other   proceeding   (formal  or  informal),  claim   or
investigation  pending  or  threatened,  with  respect  to  the   Purchasers
compliance with any and all applicable securities laws and regulations.

     (i) At the time of closing, without  taking into account any of the new
Shareholder, Purchaser shall have approximately 391 shareholders.

     (j) Purchaser   is  in   compliance  with  all  laws  and  regulations,
including,  without  limitation,  securities  laws;  Purchaser has made  all
filings,   reports  and   registrations,   and  furnished   all  notices  or
notifications, required to be filed or made under applicable securities laws
(all of the foregoing, "SEC Reports");  and all of  Purchaser's SEC  Reports
comply  as to  form and substance  with applicable securities  laws and none
contains  a material  misstatement of fact  or omits  to  state a  fact  the
omission of which would be materially misleading.

4.02   Performance of This Agreement.  The execution and performance of this
Agreement and the issuance of its shares of common stock contemplated hereby
has been authorized by the board of directors of Purchaser.

4.03   Legality of  Shares to be Issued.   The shares  of  common  stock  of
Purchaser  to  be delivered  pursuant to this  Agreement, when so delivered,
will have been  duly and validly authorized and issued by Purchaser and will
be fully paid and non-assessable.

4.04   No Covenant as  to Tax  Consequences.  It is expressly understood and
agreed  that  neither  Purchaser  nor  its  officers  or agents has made any
warranty or agreement,  expressed or implied,  as to the tax consequences of
the transactions contemplated by this  Agreement or the  tax consequences of
any action pursuant to or growing out of this Agreement.

                                       5
<PAGE>


                                   ARTICLE V
                             Covenants of Parties

5.01   Access  to  Information.    Each  party to  this  Agreement  and  its
authorized  representatives  shall have full access  during  normal business
hours  without  undue  disruption  of  business  to all  properties,  books,
records, contracts and documents  of the other party as reasonably necessary
for the purpose of due diligence in connection with this Agreement, and each
party  shall  furnish or  cause to be  furnished to  the other party and its
authorized  representative  all information  with respect to its affairs and
business as the other party may reasonably request for such purpose, in each
case subject to customary confidentiality agreements.

5.02   Actions Prior to Closing.   From and after the date of this Agreement
and  until the  Closing Date,  neither  the Purchaser nor  the Company shall
materially alter its business.

                                 ARTICLE VI
               Conditions Precedent to Purchaser's Obligations

     Each and  every obligation of Purchaser to  be performed on the Closing
Date shall be  subject to the satisfaction of the Purchaser of the following
conditions:

6.01   Truth  of  Representations  and Warranties.   The representations and
warranties  made by the  Company and Shareholder  in this Agreement or given
on  its behalf  hereunder  shall be  substantially  accurate in all material
respects  on and as of the  Closing Date with the same effect as though such
representations  and  warranties had  been  made or  given  on and as of the
Closing Date.

6.02   Compliance  with  Covenants.   Shareholder  shall have  performed and
complied with all obligations under this Agreement which are to be performed
or  complied  with by them prior  to or on the  Closing Date, including  the
delivery of the closing documents specified hereafter.

6.03   Absence of Suit.   No action, suit or proceedings before any court or
any  governmental  or  regulatory  authority  shall have  been  commenced or
threatened and, no investigation by any governmental or regulatory authority
shall  have been commenced, against the  Shareholder, the  Company or any of
the affiliates, associates, officers or directors of any of them, seeking to
restrain,  prevent  or  change  the  transactions   contemplated  hereby, or
questioning  the validity  or legality of  any such transactions, or seeking
damages in connection with any of such transactions.

                                     6

6.04   Receipt of Approvals, Etc.   All  approvals, consents  and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.

6.05   No Material Adverse Change.   As of the  Closing Date there shall not
have  occurred  any material  adverse change  which  materially  impairs the
ability of the Company  to conduct its business or the earning power thereof
on the same basis as in the past.

6.06   Accuracy of Financial Statement.   Purchaser  and its representatives
shall be  satisfied as  to the accuracy of all balance sheets, statements of
income and other financial  statements of the Company furnished to Purchaser
herewith.

6.07   Proceedings   and   Instruments  Satisfactory;  Certificates.     All
proceedings,  corporate  or otherwise, to be taken  in connection  with  the
transactions  contemplated  by this  Agreement shall  have  occurred and all
appropriate  documents incident  thereto as Purchaser may reasonably request
shall  have been  delivered to  Purchaser.  The  Company and the Shareholder
shall have delivered certificates in such detail as Purchaser may request as
to compliance with the conditions set forth in this Article VI.

                                ARTICLE VII
                   Conditions Precedent to Obligations
                      of the Company and Shareholder

   Each and every obligation of the Company and shareholders to be performed
on  the Closing Date shall be subject to  the satisfaction  prior thereto of
the following conditions:

7.01   Truth of Representations  and Warranties.    The  representations and
warranties of Purchaser contained  in this Agreement shall be true at and as
of the Closing Date  as though such representations and warranties were made
at and as of the transfer date.

7.02   Purchaser's Compliance with Covenants. Purchaser shall have performed
and  complied with  its obligations  under  this Agreement  which  are to be
performed or complied with by it prior to or on the Closing Date.

7.03   Absence of Suit.  No action, suit or  proceedings before any court or
any  governmental  or regulatory  authority  shall  have  been  commenced or
threatened and, no investigation by any governmental or regulatory authority
shall  have  been  commenced  against  Purchaser, or  any of the affiliates,
associates,  officers  or  directors of  the  Purchaser seeking to restrain,
prevent or  change the transactions  contemplated hereby, or questioning the
validity  or legality  of  any  such  transactions,  or  seeking  damages in
connection with any of such transactions.

                                      7
<PAGE>

7.04   Receipt of Approvals, Etc.    All approvals, consents  and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.

7.05   No Material Adverse Change.   As of the Closing Date  there shall not
have  occurred  any  material adverse  change which  materially  impairs the
ability of  the Purchaser  to  conduct  its business  or  the  earning power
thereof on the same basis as in the past.

7.06   Accuracy of Financial Statements.  The Company  and  the Shareholders
shall be satisfied  as to  the accuracy of all balance sheets, statements of
income and  other  financial  statements  of the  Purchaser furnished to the
Company herewith.

7.07   Proceedings   and  Instruments  Satisfactory;  Certificates.      All
proceedings,  corporate  or  otherwise,  to  be taken in connection with the
transactions  contemplated  by  this  Agreement  shall have occurred and all
appropriate documents incident thereto as the Company may reasonably request
shall have been delivered to the Company. The Purchaser shall have delivered
certificates in such detail  as the Shareholder may request as to compliance
with the conditions set forth in this Article VII.

                                  ARTICLE VIII
                           Securities Act Provisions

8.01   Restrictions  on  Disposition  of  Shares.   Shareholder covenant and
warrant  that the shares of  common stock being  received are being acquired
for  their   own  accounts  and  not  with  the  present  view  towards  the
distribution thereof  and  they  will  not dispose of such shares except (i)
pursuant to an effective registration statement  under the Securities Act or
(ii) in any  other transaction which, in  the opinion of counsel, reasonably
acceptable  to Purchaser, is exempt  from registration  under the Securities
Act.In order to effectuate the covenants of this sub-section, an appropriate
endorsement will be placed upon each  of the certificates of common stock of
the  Purchaser  at  the  time  of issuance  of  such shares pursuant to this
Agreement,  and  stop transfer instructions  consistent therewith  shall  be
placed with the transfer agent for the securities.

8.02   Notice of Limitation Upon Disposition.   Each  Shareholder  is  aware
that  the  shares  issued pursuant  to this  Agreement  will not  have  been
registered  pursuant  to  the  Securities Act; and, therefore, under current
interpretations  and applicable  rules, the Shareholder  will have to retain
such shares for a period of  at least one year and at the expiration of such
one year  period sales may  be confined to brokerage transactions of limited
amounts  requiring  certain  notification  filings  with  the Securities and
Exchange Commission (the "SEC")  and such disposition  may be available only
if the Purchaser is current in its filings with the SEC under the Securities
Exchange Act of 1934, as  amended, or other public  disclosure requirements,
and the other  limitations imposed  thereby on the  disposition of shares of
the Purchaser.  Additionally, "affiliates" owning  shares will be subject to
additional restrictions  limiting sales. Notwithstanding  the foregoing, the
Purchaser hereby  agrees to prepare and file a resale registration statement

                                    8

covering  the  shares   issued  to  the  Shareholder  upon  request  by  the
Shareholder  following  the  Closing  in  order  to  permit  the Shareholder
to  distribute  the shares  to  their  own respective  shareholders. This is
a  covenant  of  Purchaser which is a material part of the inducement to the
Shareholder to enter into this Agreement.

8.03   Limited   Public   Market   for  Common  Shares.     The  Shareholder
acknowledges  that the public trading  market for the shares of common stock
being  issued pursuant  to this  Agreement  is   limited  and  there  is  no
assurance that an active trading market will develop.

                               ARTICLE IX
                                 Closing

9.01   Time.  The closing of this transaction ("closing") shall be effective
on the date set by the  parties hereto, on or after 20 days from the mailing
of  an  Information   Statement  that  the  Purchaser  shall   mail  to  its
shareholders. Such  date  is  referred to  in this agreement as the "Closing
Date."

9.02   Documents   To   Be  Delivered  by  Shareholder.  At the closing, the
Shareholder shall deliver to Purchaser the following documents:

     (a) Certificates or assignments  for all shares of stock of the Company
in the manner and form required by sub-section 1.01 hereof.

     (b) A  certificate  signed  by  the  President of  the Company that the
representations  and  warranties  made by the  Company in this Agreement are
true  and  correct  on  and as of the  Closing  Date with the same effect as
though such representations  and warranties had been made on or given on and
as of the Closing Date and  that Shareholder has performed and complied with
all  of its  obligations under  this Agreement which  are to be performed or
complied with by or prior to or on the Closing Date.

     (c) A copy of the by-laws of the Company certified by its secretary and
a copy of the certificate of incorporation of the Company.

     (d) Certificates  or letters from Shareholder  evidencing the taking of
the  shares in  accordance with  the provisions of  this agreement and their
understanding of the restrictions thereunder.

                                    9
<PAGE>

     (e) Such other  documents of transfer,  certificates of  authority  and
other documents as Purchaser may reasonably request.

     (f) A  certified copy  of the duly  adopted resolutions of the board of
directors  of  the  Company  authorizing  or  ratifying  the  execution  and
performance  of this Agreement and  authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

     (g) Documents for the appointment of new directors and officers and the
resignation of current directors and officers.

9.03   Documents  To Be  Delivered by Purchaser.   At the  closing Purchaser
shall deliver to Shareholder the following documents:

     (a) Certificates for  the number of shares of common stock of Purchaser
as determined in Article I, sub-section1.b. hereof.

     (b) A  certified copy of the  duly adopted  resolutions of the board of
directors  of  Purchaser  authorizing   or  ratifying   the   execution  and
performance  of this  Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

     (c) A  certificate  signed by the  President of  the Purchaser that the
representations and warranties  made by the Purchaser in  this Agreement are
true  and correct  on and  as of  the Closing  Date with  the same effect as
though such representations  and warranties had been made on or given on and
as of the  Closing Date and that  the  Purchaser has performed  and complied
with all of their obligations under this Agreement which are to be performed
or complied with by or prior to or on the Closing Date.

     (d) Documents for the appointment of new directors and officers and the
resignation of current directors and officers.

     (e) Confirmation  that the  Purchaser has  no assets and no liabilities
and that with the  issuance of 32,500,000 shares to the  Shareholder,  there
will  be  approximately  34,100,907  shares   of  common  stock  issued  and
outstanding.

                                  ARTICLE X
                        Termination and Abandonment

This  Agreement may be terminated  and the transaction  provided for by this
Agreement  may be  abandoned without  liability on  the part of any  part to
any other, at any  time before the Closing  Date, or on a post closing basis
as provided previously herein:

                                     10
<PAGE>

    (a) By mutual consent of Purchaser and the Shareholder;

    (b) By Purchaser if any of the conditions provided  for in Article VI of
this Agreement  have not  been  met and have  not been  waived in writing by
Purchaser  thirty (30) days from the date herefo.

    (c) By the Company if  any of the conditions provided for in Article VII
of this Agreement  have not been met  and have not been waived in writing by
the Company thirty (30) days from the date hereof.

     In the  event of  termination  and abandonment  by any  party  as above
provided in  this Article,  written notice  shall  forthwith be given to the
other  party,  and  each  party  shall  pay  its own  expenses  incident  to
preparation  for  the  consummation  of  this Agreement and the transactions
contemplated hereunder.

                                 ARTICLE XI
                                Miscellaneous

1.   Notices.    All  notices, requests, demands  and  other  communications
hereunder  shall be deemed to have been  duly given, if delivered by hand or
mailed, certified or registered mail with postage prepaid:

    (a) If to the Company or  the Shareholder, to Auto Data Network Inc. at
712 Fifth Avenue, New  York, NY, 10019  Reference:  W3  Group Inc./Aftersoft
Group Inc., or to  such other person and  place as the Company shall furnish
to Purchaser in writing; or

    (b) If to Purchaser, to W3 Group Inc., 60 East 42nd Street (Suite 1163),
New York,  New York 10165, Attention: Robert  Gordon, President  or  to such
other person and place as Purchaser shall furnish to Company in writing.

2    Announcements.   Announcements concerning the transactions provided for
in this Agreement by either the Company or Purchaser shall be subject to the
approval of the other in all essential respects, except that the approval of
the Company shall not be required as to any statements and other information
which Purchaser may submit to its shareholders.

3.   Default.  Should any  party to  this  Agreement default  in any  of the
covenants, conditions, or  promises  contained herein, the  defaulting party
shall  pay all costs  and expenses, including  a reasonable  attorney's fee,
which may  arise or accrue from enforcing this Agreement, or in pursuing any
remedy  provided hereunder or by  the  statutes  of  the  State of Delaware,
United States of America.

                                    11
<PAGE>

4.   Assignment.   This Agreement may not be assigned in whole or in part by
the  parties hereto without the prior  written consent of the other party or
parties, which consent shall not be unreasonably withheld.

5.   Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and assigns.

6.   Holidays.   If any obligation or act required to be performed hereunder
shall fall  due on a Saturday, Sunday or  other day which is a legal holiday
established  by  the  State  of  Delaware,  such  obligation  or  act may be
performed on the next succeeding business day with the same  effect as if it
had been performed upon the day appointed.

7.   Computation of Time.   The time in which any obligation or act provided
by this Agreement is to be performed is  computed by excluding the first day
and including  the last, unless the  last day is a  holiday, in  which event
such day shall also be excluded.

8.   Governing  Law  and  Venue.   This  Agreement  shall be governed by and
interpreted  pursuant  to  the  laws of the State of Delaware.  However, any
action  to enforce  the  provisions  of this Agreement shall be brought in a
court  of  competent  jurisdiction   within the State  of New York and in no
other place.

9.   Partial  Invalidity.   If any term, covenant, condition or provision of
this  Agreement  or the  application thereof  to any person  or circumstance
shall  to any  extent be  invalid or unenforceable,  the remainder  of  this
Agreement  or   application   of  such  term  or  provision  to  persons  or
circumstances  other  than  those  as to  which  it is held to be invalid or
unenforceable  shall  not  be  affected  thereby  and  each  term,  ovenant,
condition  or  provision  of  this  Agreement  shall  be  valid and shall be
enforceable to the fullest extent permitted by law.

10.  No  Other  Agreements.  This Agreement constitutes the entire Agreement
between the parties and there are and will be  no oral representations which
will be binding upon any of the parties hereto.

11.  Rights are Cumulative.  The rights and remedies granted hereunder shall
be in addition  to and cumulative of any other  rights or remedies  provided
under the laws of the State of Delaware.

12.  Waiver.  No delay  or failure in  the  exercise  of any  power or right
shall  operate  as a  waiver  thereof  or as  an  acquiescence  in  default.
No single or partial exercise of any power or right hereunder shall preclude
any other or further exercise thereof  or the exercise of any other power or
right.

                                      12
<PAGE>

13.  Survival  of  Covenants,  Etc.    All  covenants,  representations, and
warranties  made  herein  to  any  parties or  in  any statement or document
delivered  to any  party hereto, shall survive  the making of this Agreement
and  shall remain  in full  force and  effect until  the obligations of such
party hereunder have been fully satisfied.

14.  Further  Action.   The parties hereto agree to execute and deliver such
additional  documents  and to take  such other  and further action as may be
required to carry out fully the transaction(s) contemplated herein.

15.  Amendment.  This  Agreement or any provision hereof may not be changed,
waived, terminated or  discharged except  by means of a written supplemental
instrument  signed by  the party or  parties against whom enforcement of the
change, waiver, termination, or discharge is sought.

16.  Headings.  The descriptive headings of the various Sections or parts of
this Agreement are for  convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

17.  Counterparts.  This agreement  may be executed in two or more partially
or fully  executed counterparts, each  of which shall  be deemed an original
and shall bind the signatory, but all of which together shall constitute but
one  and  the  same  instrument,  provided  that  Purchaser  shall  have  no
obligations hereunder until all parties have become signatories hereto.

                                     13
<PAGE>


   IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement as of the day and year first above written.

                                                   W3 Group, Inc.
                                                   By /s/ Robert Gordon
                                                   --------------------
                                                   Robert Gordon, President


Attest:  /s/ Gerald A. Adler
       -----------------------

                                                   Aftersoft Group, Inc.

                                                   By /s/ Lee Cole
                                                   --------------------
                                                   Lee Cole, President

Attest:
       -----------------------

SHAREHOLDER:

Auto Data Network, Inc.

By: /s/ Lee Cole
   ------------------
      Lee Cole, CFO


                                      14
<PAGE>




	                         SCHEDULE  A



Name                                             Shares To Be Purchased
------------------------                      ------------------------------
Auto Data Network Inc					1,500 shares







Total                                                   1,500 shares

<PAGE>


                                  SCHEDULE  B




Name                                             Shares To Be Issued
------------------------                     -------------------------------
Auto Data Network Inc                              32,500,000


Total                                              32,500,000

<PAGE>
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{"company-data": {"conformed-name": "W3 GROUP INC", "cik": "0000832488", "assigned-sic": "6770", "irs-number": "841108035", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27083", "film-number": "05968020"}, "business-address": {"street1": "444 MADISON AVENUE", "street2": "SUITE 2904", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127507878"}, "mail-address": {"street1": "444 MADISON AVENUE", "street2": "SUITE 2904", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "CONCORDE STRATEGIES GROUP INC", "date-changed": "19970131"}, {"former-conformed-name": "NITE LITE USA LTD", "date-changed": "19920703"}, {"former-conformed-name": "UNIFIED INDUSTRIES INC", "date-changed": "19890829"}]}
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): July 19, 2005

                               W3 GROUP, INC.
----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         Delaware                   0-27083                 84-1108035
----------------------------   ------------------    -----------------------
(State or Other Jurisdiction   (Commission File      (IRS Employer
of Incorporatio)                Number                Identification Number)

           60 East 42nd Street, Suite 1163, New York, NY 10165
----------------------------------------------------------------------------
                 (Address of Principal Executive Offices)

                             (212) 750-7878
----------------------------------------------------------------------------
            (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

                                    3
Exhibit 10.1

                         ACQUISITION AGREEMENT

    This  Agreement, entered  into and effective the 19th day of July, 2005,
by, between and among W3 Group, Inc., a corporation organized under the laws
of  the State of  Delaware (hereinafter  the "Purchaser"), Aftersoft  Group,
Inc., a  Delaware   corporation (hereinafter  the "Company") and  Auto  Data
Network, Inc., the shareholder of the Company ("the Shareholder").

                              Witnesseth:

    WHEREAS,  Purchaser  wishes  to  acquire,  and  Shareholder  is  willing
to exchange, all of the outstanding  stock  of  the  Company in exchange for
common stock of the Purchaser;

    NOW, THEREFORE, in  consideration  of the mutual terms and covenants set
forth  herein, Purchaser and  Shareholder approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:

                              ARTICLE I
             Shares to be Transferred and Shares to be Issued

1.   a. On  the  Closing  Date, as  that term  is hereinafter  defined,  the
Shareholder  shall  transfer  to  Purchaser  certificates  for the number of
shares  of  the  common  stock of  the Company  described  in  Schedule "A",
attached  hereto  and  incorporated  herein,  which, in the aggregate, shall
represent all of the issued and outstanding  shares of stock of the Company.
Such  certificates  shall  be  duly  endorsed  in  blank  by  Shareholder or
accompanied  by   duly  executed  stock  powers  in  blank  with  signatures
guaranteed.  Alternatively, the  shareholders may assign their rights to the
shares  if the shares  have not been physically  issued in the form of stock
certificates, or if the certificates have been lost.

     b. In exchange  for the  transfer of  the common stock  of the  Company
pursuant to sub-section 1.a. hereof, Purchaser shall on the Closing Date and
contemporaneously  with such transfer of the  common stock of the Company to
it  by  the   Shareholder, or  rights   thereto, issue  and deliver  to  the
Shareholder the  number of shares of common stock of the Purchaser specified
on Schedule "B" hereof. (See Paragraph 9.03 (e)).

2.   The parties intend that this  acquisition and exchange of  shares is to
be a "tax free" exchange/transaction pursuant to Section 368(a)(1)(b) of the
Internal Revenue Code of the United States.
ARTICLE II
              Representations and Warranties of Shareholder

2.01   Ownership of Stock.

Shareholder is the record owners and holders of the number of fully paid and
non-assessable shares of the Company listed in Schedule "A" hereto as of the
date hereof and will continue to own  such shares until the delivery thereof
to the  Purchaser on the  Closing  Date and all such  shares of stock are or
will  be,  on  the  Closing  Date,  owned  free  and  clear  of  all  liens,
encumbrances,  charges  and  assessments of  every nature  and subject to no
restrictions  with respect  to  transferability, except  those  restrictions
imposed  by the  Securities  Act of 1933, as amended (the "Securities Act").
The  Shareholder will have full power  and authority to  assign and transfer
their shares of the Company in accordance with the terms hereof.

                             ARTICLE III
     Representations and Warranties of the Company and the Shareholder

3.01   Capitalization

Except  for this  Agreement, there  are no  outstanding  options, contracts,
calls, commitments,  agreements or demands  of any character relating to the
stock of the Company owned by Shareholder.

3.02	Organization and Authority.

(a)    The Company is a  corporation duly organized, validly existing and in
good standing  under the  laws of the State  of Delaware, with all requisite
corporate power and  authority to own, operate  and lease its properties and
to carry  on its business  as now being  conducted, is duly qualified and in
good standing  in every jurisdiction in which the property owned, leased  or
operated by it, or the nature  of the  business conducted  by it, makes such
qualification necessary to avoid material liability or material interference
in its  business operations, and is not subject to any agreement, commitment
or understanding which restricts or may restrict the conduct of its business
in  any jurisdiction or location.  The  Company is presently qualified to do
business in the States of Delaware and New York.

(b)    The outstanding shares of the Company are legally and validly issued,
fully paid and non-assessable.

                                     2
(c)    The Company does not own five percent (5%) or more of the outstanding
stock of any corporation, except as listed on the Disclosure Statement.

(d)    The minute book  of the Company made available to Purchaser  contains
complete and accurate records of all meetings and other corporate actions of
the  shareholders and the Board of Directors  (and any committee thereof) of
the Company.

(e)    The Disclosure  Statement contains a  list of the officers, directors
and shareholders  of the Company and copies of the articles of incorporation
and by-laws currently in effect of the Company.

(f)    The  execution  and  delivery  of  this  Agreement  does not, and the
consummation of the transaction contemplated hereby will not, subject to the
approval and  adoption  by  the Shareholder, violate  any  provision  of the
certificate/articles  of incorporation  or  bylaws  of the  Company, or  any
provisions thereof, or  result in the  acceleration of any obligation under,
any mortgage, lien,  lease, agreement, instrument, court  order, arbitration
award, judgment or decree to which the Company is a party, or by which it is
bound, and will not violate any  other restriction of any  kind or character
to which it is subject.

(g)    The authorized capital  stock of the Company consists of One Thousand
Five Hundred (1,500) shares of  common stock, $0.001 par value, all of which
shares are or will be issued and outstanding at the time of closing.

     3.06  Taxes. All federal, foreign, county and local income, ad valorem,
excise, profits, franchise,  occupation, property, sales, use gross receipts
and  other taxes (including  any interest or penalties relating thereto) and
assessments  which are due  and payable have  been duly reported, fully paid
and discharged  as reported by  the Company, and there  are no  unpaid taxes
which are, or  could  become a lien  on the  properties and  assets  of  the
Company, except as  provided  for in the financial statements of their date,
or have been  incurred in the normal course of business of the Company since
that date.  All tax returns of any kind required to be filed have been filed
and the taxes paid or accrued.

                                     3
ARTICLE IV
                  Representations and Warranties of Purchaser

      Purchaser represents and warrants as follows, such representations and
warranties  to  be  true  and  correct  both at  the date  hereof and at the
closing, unless otherwise indicated:

4.01    Organization and Authority.

The Purchaser is a  corporation duly organized, validly existing and in good
standing  under  the  laws of  the State  of  Delaware, with  full power and
authority  to enter into  and perform  the transactions contemplated by this
Agreement, and  with all  requisite corporate  power  and  authority to own,
operate and  lease its properties  and to carry on its business as now being
conducted, is  duly qualified and in  good standing in every jurisdiction in
which the property  owned, leased  or operated  by it, or the  nature of the
business  conducted  by it, makes  such  qualification  necessary  to  avoid
material liability or material  interference in its business operations, and
is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location.
The Purchaser is presently qualified to do business Delaware.

     (a) The  outstanding  shares  of the  Purchaser are legally and validly
issued, fully paid and non-assessable.

     (b) The  Purchaser  does  not  own  five  percent  (5%) or  more of the
outstanding  stock  of any corporation,  except as listed on  the Disclosure
Statement.

     (c) The minute  book of the Purchaser made available to the Company and
Shareholder contains complete and accurate records of all meetings and other
corporate  actions of the  shareholders and  the Board of Directors (and any
committee thereof) of the Purchaser.

     (d) The Disclosure Statement contains a list of the officers, directors
and  shareholders   of  the  Purchaser  and  copies   of  the  articles   of
incorporation and by-laws currently in effect of the Purchaser.

     (e) The  execution  and  delivery of this  Agreement  does not, and the
consummation  of the  transaction  contemplated hereby  will not violate any
provision  of the certificate/articles  of incorporation  or  bylaws of  the
Purchaser, or any provisions thereof, or  result in  the acceleration of any
obligation  under, any  mortgage, lien, lease, agreement,  instrument, court
order, arbitration  award, judgment  or decree  to which  the Purchaser is a
party, or by which  it is bound, and will  not violate any other restriction
of any kind or character to which it is subject.

                                    4

     (f) The  authorized  capital  stock of  the Purchaser  consists  of 110
million (110,000,000) shares  of which 100  Million (100,000,000) shares are
common  stock,  $.0001 par  value,  and 10  Million (10,000,000) shares  are
preferred  stock $.0001 par value.  After  giving effect to the transactions
contemplated  by  this  Agreement,  at  closing, approximately  thirty  four
million  one hundred  thousand  nine hundred  seven (34,100,907)  shares  of
common stock will be issued and outstanding and no shares of preferred stock
will be issued and outstanding.

     (g) Purchaser  represents that at  the time  of closing it will have no
assets  or liabilities  other than that which is  reflected  in its  audited
financial statements.

     (h) Purchaser represents that at the time of closing it will have taken
all  necessary  steps  to  comply  with  all  applicable  state  and federal
securities laws and regulations and that, to the knowledge of the Purchaser,
at the  time of  closing, there  will  not be  any  litigation, arbitration,
governmental   or   other   proceeding   (formal  or  informal),  claim   or
investigation  pending  or  threatened,  with  respect  to  the   Purchasers
compliance with any and all applicable securities laws and regulations.

     (i) At the time of closing, without  taking into account any of the new
Shareholder, Purchaser shall have approximately 391 shareholders.

     (j) Purchaser   is  in   compliance  with  all  laws  and  regulations,
including,  without  limitation,  securities  laws;  Purchaser has made  all
filings,   reports  and   registrations,   and  furnished   all  notices  or
notifications, required to be filed or made under applicable securities laws
(all of the foregoing, "SEC Reports");  and all of  Purchaser's SEC  Reports
comply  as to  form and substance  with applicable securities  laws and none
contains  a material  misstatement of fact  or omits  to  state a  fact  the
omission of which would be materially misleading.

4.02   Performance of This Agreement.  The execution and performance of this
Agreement and the issuance of its shares of common stock contemplated hereby
has been authorized by the board of directors of Purchaser.

4.03   Legality of  Shares to be Issued.   The shares  of  common  stock  of
Purchaser  to  be delivered  pursuant to this  Agreement, when so delivered,
will have been  duly and validly authorized and issued by Purchaser and will
be fully paid and non-assessable.

4.04   No Covenant as  to Tax  Consequences.  It is expressly understood and
agreed  that  neither  Purchaser  nor  its  officers  or agents has made any
warranty or agreement,  expressed or implied,  as to the tax consequences of
the transactions contemplated by this  Agreement or the  tax consequences of
any action pursuant to or growing out of this Agreement.

                                       5
ARTICLE V
                             Covenants of Parties

5.01   Access  to  Information.    Each  party to  this  Agreement  and  its
authorized  representatives  shall have full access  during  normal business
hours  without  undue  disruption  of  business  to all  properties,  books,
records, contracts and documents  of the other party as reasonably necessary
for the purpose of due diligence in connection with this Agreement, and each
party  shall  furnish or  cause to be  furnished to  the other party and its
authorized  representative  all information  with respect to its affairs and
business as the other party may reasonably request for such purpose, in each
case subject to customary confidentiality agreements.

5.02   Actions Prior to Closing.   From and after the date of this Agreement
and  until the  Closing Date,  neither  the Purchaser nor  the Company shall
materially alter its business.

                                 ARTICLE VI
               Conditions Precedent to Purchaser's Obligations

     Each and  every obligation of Purchaser to  be performed on the Closing
Date shall be  subject to the satisfaction of the Purchaser of the following
conditions:

6.01   Truth  of  Representations  and Warranties.   The representations and
warranties  made by the  Company and Shareholder  in this Agreement or given
on  its behalf  hereunder  shall be  substantially  accurate in all material
respects  on and as of the  Closing Date with the same effect as though such
representations  and  warranties had  been  made or  given  on and as of the
Closing Date.

6.02   Compliance  with  Covenants.   Shareholder  shall have  performed and
complied with all obligations under this Agreement which are to be performed
or  complied  with by them prior  to or on the  Closing Date, including  the
delivery of the closing documents specified hereafter.

6.03   Absence of Suit.   No action, suit or proceedings before any court or
any  governmental  or  regulatory  authority  shall have  been  commenced or
threatened and, no investigation by any governmental or regulatory authority
shall  have been commenced, against the  Shareholder, the  Company or any of
the affiliates, associates, officers or directors of any of them, seeking to
restrain,  prevent  or  change  the  transactions   contemplated  hereby, or
questioning  the validity  or legality of  any such transactions, or seeking
damages in connection with any of such transactions.

                                     6

6.04   Receipt of Approvals, Etc.   All  approvals, consents  and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.

6.05   No Material Adverse Change.   As of the  Closing Date there shall not
have  occurred  any material  adverse change  which  materially  impairs the
ability of the Company  to conduct its business or the earning power thereof
on the same basis as in the past.

6.06   Accuracy of Financial Statement.   Purchaser  and its representatives
shall be  satisfied as  to the accuracy of all balance sheets, statements of
income and other financial  statements of the Company furnished to Purchaser
herewith.

6.07   Proceedings   and   Instruments  Satisfactory;  Certificates.     All
proceedings,  corporate  or otherwise, to be taken  in connection  with  the
transactions  contemplated  by this  Agreement shall  have  occurred and all
appropriate  documents incident  thereto as Purchaser may reasonably request
shall  have been  delivered to  Purchaser.  The  Company and the Shareholder
shall have delivered certificates in such detail as Purchaser may request as
to compliance with the conditions set forth in this Article VI.

                                ARTICLE VII
                   Conditions Precedent to Obligations
                      of the Company and Shareholder

   Each and every obligation of the Company and shareholders to be performed
on  the Closing Date shall be subject to  the satisfaction  prior thereto of
the following conditions:

7.01   Truth of Representations  and Warranties.    The  representations and
warranties of Purchaser contained  in this Agreement shall be true at and as
of the Closing Date  as though such representations and warranties were made
at and as of the transfer date.

7.02   Purchaser's Compliance with Covenants. Purchaser shall have performed
and  complied with  its obligations  under  this Agreement  which  are to be
performed or complied with by it prior to or on the Closing Date.

7.03   Absence of Suit.  No action, suit or  proceedings before any court or
any  governmental  or regulatory  authority  shall  have  been  commenced or
threatened and, no investigation by any governmental or regulatory authority
shall  have  been  commenced  against  Purchaser, or  any of the affiliates,
associates,  officers  or  directors of  the  Purchaser seeking to restrain,
prevent or  change the transactions  contemplated hereby, or questioning the
validity  or legality  of  any  such  transactions,  or  seeking  damages in
connection with any of such transactions.

                                      7
7.04   Receipt of Approvals, Etc.    All approvals, consents  and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.

7.05   No Material Adverse Change.   As of the Closing Date  there shall not
have  occurred  any  material adverse  change which  materially  impairs the
ability of  the Purchaser  to  conduct  its business  or  the  earning power
thereof on the same basis as in the past.

7.06   Accuracy of Financial Statements.  The Company  and  the Shareholders
shall be satisfied  as to  the accuracy of all balance sheets, statements of
income and  other  financial  statements  of the  Purchaser furnished to the
Company herewith.

7.07   Proceedings   and  Instruments  Satisfactory;  Certificates.      All
proceedings,  corporate  or  otherwise,  to  be taken in connection with the
transactions  contemplated  by  this  Agreement  shall have occurred and all
appropriate documents incident thereto as the Company may reasonably request
shall have been delivered to the Company. The Purchaser shall have delivered
certificates in such detail  as the Shareholder may request as to compliance
with the conditions set forth in this Article VII.

                                  ARTICLE VIII
                           Securities Act Provisions

8.01   Restrictions  on  Disposition  of  Shares.   Shareholder covenant and
warrant  that the shares of  common stock being  received are being acquired
for  their   own  accounts  and  not  with  the  present  view  towards  the
distribution thereof  and  they  will  not dispose of such shares except (i)
pursuant to an effective registration statement  under the Securities Act or
(ii) in any  other transaction which, in  the opinion of counsel, reasonably
acceptable  to Purchaser, is exempt  from registration  under the Securities
Act.In order to effectuate the covenants of this sub-section, an appropriate
endorsement will be placed upon each  of the certificates of common stock of
the  Purchaser  at  the  time  of issuance  of  such shares pursuant to this
Agreement,  and  stop transfer instructions  consistent therewith  shall  be
placed with the transfer agent for the securities.

8.02   Notice of Limitation Upon Disposition.   Each  Shareholder  is  aware
that  the  shares  issued pursuant  to this  Agreement  will not  have  been
registered  pursuant  to  the  Securities Act; and, therefore, under current
interpretations  and applicable  rules, the Shareholder  will have to retain
such shares for a period of  at least one year and at the expiration of such
one year  period sales may  be confined to brokerage transactions of limited
amounts  requiring  certain  notification  filings  with  the Securities and
Exchange Commission (the "SEC")  and such disposition  may be available only
if the Purchaser is current in its filings with the SEC under the Securities
Exchange Act of 1934, as  amended, or other public  disclosure requirements,
and the other  limitations imposed  thereby on the  disposition of shares of
the Purchaser.  Additionally, "affiliates" owning  shares will be subject to
additional restrictions  limiting sales. Notwithstanding  the foregoing, the
Purchaser hereby  agrees to prepare and file a resale registration statement

                                    8

covering  the  shares   issued  to  the  Shareholder  upon  request  by  the
Shareholder  following  the  Closing  in  order  to  permit  the Shareholder
to  distribute  the shares  to  their  own respective  shareholders. This is
a  covenant  of  Purchaser which is a material part of the inducement to the
Shareholder to enter into this Agreement.

8.03   Limited   Public   Market   for  Common  Shares.     The  Shareholder
acknowledges  that the public trading  market for the shares of common stock
being  issued pursuant  to this  Agreement  is   limited  and  there  is  no
assurance that an active trading market will develop.

                               ARTICLE IX
                                 Closing

9.01   Time.  The closing of this transaction ("closing") shall be effective
on the date set by the  parties hereto, on or after 20 days from the mailing
of  an  Information   Statement  that  the  Purchaser  shall   mail  to  its
shareholders. Such  date  is  referred to  in this agreement as the "Closing
Date."

9.02   Documents   To   Be  Delivered  by  Shareholder.  At the closing, the
Shareholder shall deliver to Purchaser the following documents:

     (a) Certificates or assignments  for all shares of stock of the Company
in the manner and form required by sub-section 1.01 hereof.

     (b) A  certificate  signed  by  the  President of  the Company that the
representations  and  warranties  made by the  Company in this Agreement are
true  and  correct  on  and as of the  Closing  Date with the same effect as
though such representations  and warranties had been made on or given on and
as of the Closing Date and  that Shareholder has performed and complied with
all  of its  obligations under  this Agreement which  are to be performed or
complied with by or prior to or on the Closing Date.

     (c) A copy of the by-laws of the Company certified by its secretary and
a copy of the certificate of incorporation of the Company.

     (d) Certificates  or letters from Shareholder  evidencing the taking of
the  shares in  accordance with  the provisions of  this agreement and their
understanding of the restrictions thereunder.

                                    9
(e) Such other  documents of transfer,  certificates of  authority  and
other documents as Purchaser may reasonably request.

     (f) A  certified copy  of the duly  adopted resolutions of the board of
directors  of  the  Company  authorizing  or  ratifying  the  execution  and
performance  of this Agreement and  authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

     (g) Documents for the appointment of new directors and officers and the
resignation of current directors and officers.

9.03   Documents  To Be  Delivered by Purchaser.   At the  closing Purchaser
shall deliver to Shareholder the following documents:

     (a) Certificates for  the number of shares of common stock of Purchaser
as determined in Article I, sub-section1.b. hereof.

     (b) A  certified copy of the  duly adopted  resolutions of the board of
directors  of  Purchaser  authorizing   or  ratifying   the   execution  and
performance  of this  Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.

     (c) A  certificate  signed by the  President of  the Purchaser that the
representations and warranties  made by the Purchaser in  this Agreement are
true  and correct  on and  as of  the Closing  Date with  the same effect as
though such representations  and warranties had been made on or given on and
as of the  Closing Date and that  the  Purchaser has performed  and complied
with all of their obligations under this Agreement which are to be performed
or complied with by or prior to or on the Closing Date.

     (d) Documents for the appointment of new directors and officers and the
resignation of current directors and officers.

     (e) Confirmation  that the  Purchaser has  no assets and no liabilities
and that with the  issuance of 32,500,000 shares to the  Shareholder,  there
will  be  approximately  34,100,907  shares   of  common  stock  issued  and
outstanding.

                                  ARTICLE X
                        Termination and Abandonment

This  Agreement may be terminated  and the transaction  provided for by this
Agreement  may be  abandoned without  liability on  the part of any  part to
any other, at any  time before the Closing  Date, or on a post closing basis
as provided previously herein:

                                     10
(a) By mutual consent of Purchaser and the Shareholder;

    (b) By Purchaser if any of the conditions provided  for in Article VI of
this Agreement  have not  been  met and have  not been  waived in writing by
Purchaser  thirty (30) days from the date herefo.

    (c) By the Company if  any of the conditions provided for in Article VII
of this Agreement  have not been met  and have not been waived in writing by
the Company thirty (30) days from the date hereof.

     In the  event of  termination  and abandonment  by any  party  as above
provided in  this Article,  written notice  shall  forthwith be given to the
other  party,  and  each  party  shall  pay  its own  expenses  incident  to
preparation  for  the  consummation  of  this Agreement and the transactions
contemplated hereunder.

                                 ARTICLE XI
                                Miscellaneous

1.   Notices.    All  notices, requests, demands  and  other  communications
hereunder  shall be deemed to have been  duly given, if delivered by hand or
mailed, certified or registered mail with postage prepaid:

    (a) If to the Company or  the Shareholder, to Auto Data Network Inc. at
712 Fifth Avenue, New  York, NY, 10019  Reference:  W3  Group Inc./Aftersoft
Group Inc., or to  such other person and  place as the Company shall furnish
to Purchaser in writing; or

    (b) If to Purchaser, to W3 Group Inc., 60 East 42nd Street (Suite 1163),
New York,  New York 10165, Attention: Robert  Gordon, President  or  to such
other person and place as Purchaser shall furnish to Company in writing.

2    Announcements.   Announcements concerning the transactions provided for
in this Agreement by either the Company or Purchaser shall be subject to the
approval of the other in all essential respects, except that the approval of
the Company shall not be required as to any statements and other information
which Purchaser may submit to its shareholders.

3.   Default.  Should any  party to  this  Agreement default  in any  of the
covenants, conditions, or  promises  contained herein, the  defaulting party
shall  pay all costs  and expenses, including  a reasonable  attorney's fee,
which may  arise or accrue from enforcing this Agreement, or in pursuing any
remedy  provided hereunder or by  the  statutes  of  the  State of Delaware,
United States of America.

                                    11
4.   Assignment.   This Agreement may not be assigned in whole or in part by
the  parties hereto without the prior  written consent of the other party or
parties, which consent shall not be unreasonably withheld.

5.   Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and assigns.

6.   Holidays.   If any obligation or act required to be performed hereunder
shall fall  due on a Saturday, Sunday or  other day which is a legal holiday
established  by  the  State  of  Delaware,  such  obligation  or  act may be
performed on the next succeeding business day with the same  effect as if it
had been performed upon the day appointed.

7.   Computation of Time.   The time in which any obligation or act provided
by this Agreement is to be performed is  computed by excluding the first day
and including  the last, unless the  last day is a  holiday, in  which event
such day shall also be excluded.

8.   Governing  Law  and  Venue.   This  Agreement  shall be governed by and
interpreted  pursuant  to  the  laws of the State of Delaware.  However, any
action  to enforce  the  provisions  of this Agreement shall be brought in a
court  of  competent  jurisdiction   within the State  of New York and in no
other place.

9.   Partial  Invalidity.   If any term, covenant, condition or provision of
this  Agreement  or the  application thereof  to any person  or circumstance
shall  to any  extent be  invalid or unenforceable,  the remainder  of  this
Agreement  or   application   of  such  term  or  provision  to  persons  or
circumstances  other  than  those  as to  which  it is held to be invalid or
unenforceable  shall  not  be  affected  thereby  and  each  term,  ovenant,
condition  or  provision  of  this  Agreement  shall  be  valid and shall be
enforceable to the fullest extent permitted by law.

10.  No  Other  Agreements.  This Agreement constitutes the entire Agreement
between the parties and there are and will be  no oral representations which
will be binding upon any of the parties hereto.

11.  Rights are Cumulative.  The rights and remedies granted hereunder shall
be in addition  to and cumulative of any other  rights or remedies  provided
under the laws of the State of Delaware.

12.  Waiver.  No delay  or failure in  the  exercise  of any  power or right
shall  operate  as a  waiver  thereof  or as  an  acquiescence  in  default.
No single or partial exercise of any power or right hereunder shall preclude
any other or further exercise thereof  or the exercise of any other power or
right.

                                      12
13.  Survival  of  Covenants,  Etc.    All  covenants,  representations, and
warranties  made  herein  to  any  parties or  in  any statement or document
delivered  to any  party hereto, shall survive  the making of this Agreement
and  shall remain  in full  force and  effect until  the obligations of such
party hereunder have been fully satisfied.

14.  Further  Action.   The parties hereto agree to execute and deliver such
additional  documents  and to take  such other  and further action as may be
required to carry out fully the transaction(s) contemplated herein.

15.  Amendment.  This  Agreement or any provision hereof may not be changed,
waived, terminated or  discharged except  by means of a written supplemental
instrument  signed by  the party or  parties against whom enforcement of the
change, waiver, termination, or discharge is sought.

16.  Headings.  The descriptive headings of the various Sections or parts of
this Agreement are for  convenience only and shall not affect the meaning or
construction of any of the provisions hereof.

17.  Counterparts.  This agreement  may be executed in two or more partially
or fully  executed counterparts, each  of which shall  be deemed an original
and shall bind the signatory, but all of which together shall constitute but
one  and  the  same  instrument,  provided  that  Purchaser  shall  have  no
obligations hereunder until all parties have become signatories hereto.

                                     13
IN WITNESS WHEREOF, the parties hereto executed the foregoing Acquisition
Agreement as of the day and year first above written.

                                                   W3 Group, Inc.
                                                   By /s/ Robert Gordon
                                                   --------------------
                                                   Robert Gordon, President

Attest:  /s/ Gerald A. Adler
       -----------------------

                                                   Aftersoft Group, Inc.

                                                   By /s/ Lee Cole
                                                   --------------------
                                                   Lee Cole, President

Attest:
       -----------------------

SHAREHOLDER:

Auto Data Network, Inc.

By: /s/ Lee Cole
   ------------------
      Lee Cole, CFO

                                      14
SCHEDULE  A

Name                                             Shares To Be Purchased
------------------------                      ------------------------------
Auto Data Network Inc					1,500 shares

Total                                                   1,500 shares
SCHEDULE  B

Name                                             Shares To Be Issued
------------------------                     -------------------------------
Auto Data Network Inc                              32,500,000

Total                                              32,500,000