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.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                    0-27083               84-1108035
   ----------------------------       -------------       -------------------
   (State or Other Jurisdiction        (Commission           (IRS Employer
         of Incorporation)             File Number)       Identification No.)


               444 Madison Avenue, Suite 1800, New York, NY 10022
               --------------------------------------------------
                    (Address of Principal Executive Offices)


                               (212) 750-5020
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                      N/A
         -------------------------------------------------------------
         (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))

<PAGE>

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.

<PAGE>

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
                              ----------------------------------
                                   Robert Gordon
                                   Acting President

<PAGE>

                          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.
[{"type": "8-K", "sequence": "1", "filename": "w3-8k_012005.txt", "description": "FORM 8-K", "secsgml_size_bytes": 7059}]
{"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": "05538808"}, "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): January 19, 2005

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

             Delaware                    0-27083               84-1108035
   ----------------------------       -------------       -------------------
   (State or Other Jurisdiction        (Commission           (IRS Employer
         of Incorporation)             File Number)       Identification No.)

               444 Madison Avenue, Suite 1800, New York, NY 10022
               --------------------------------------------------
                    (Address of Principal Executive Offices)

                               (212) 750-5020
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                      N/A
         -------------------------------------------------------------
         (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
                              ----------------------------------
                                   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.