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): February 7, 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) 750-7878
              ----------------------------------------------------
              (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.

On February 7,  2005 Registrant and Cristina  Acquisition  Corp.
("CAC") executed  an amendment to the Letter of Intent signed on
January 19, 2005.  The  purpose  of the  amendment to the Letter
of  Intent was  to provide  CAC additional time to  complete its
funding arrangements and comply with the  condition that it must
provide evidence of funding in the  amount of $1.5 Million prior
to the closing date.  Originally,  under  the  January  19, 2005
Letter of Intent, CAC was to provide proof that such funding was
in  escrow by January  31, 2005.  Under the amendment, this date
has been extended to March 2, 2005.  In  all other respects  the
original  Letter of  Intent remains the same.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1 (1)  Letter  of  Intent  dated  January  19,  2005  between
          Registrant and Cristina Acquisition Corp.;

10.2      Letter  of  Amendment  dated  February  7, 2005 to the
          Letter  of  Intent  dated  January  19,  2005  between
          Registrant and Cristina Acquisition Corp.;
_______________

(1)  Previously filed as Exhibit 10.1 to the report on Form  8-K
     filed  with  the  Securities  and  Exchange  Commission  on
     January 20, 2005 and incorporated herein by reference.


                            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: February 9, 2005     W3 GROUP, INC., A Delaware Corporation
                           (Registrant)


                           By: /s/ Robert Gordon
                              ----------------------------------
                                   Robert Gordon
                                   Acting President
[{"type": "8-K", "sequence": "1", "filename": "w3-8k_020905.txt", "secsgml_size_bytes": 3933}]
{"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": "05588712"}, "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): February 7, 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) 750-7878
              ----------------------------------------------------
              (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.

On February 7,  2005 Registrant and Cristina  Acquisition  Corp.
("CAC") executed  an amendment to the Letter of Intent signed on
January 19, 2005.  The  purpose  of the  amendment to the Letter
of  Intent was  to provide  CAC additional time to  complete its
funding arrangements and comply with the  condition that it must
provide evidence of funding in the  amount of $1.5 Million prior
to the closing date.  Originally,  under  the  January  19, 2005
Letter of Intent, CAC was to provide proof that such funding was
in  escrow by January  31, 2005.  Under the amendment, this date
has been extended to March 2, 2005.  In  all other respects  the
original  Letter of  Intent remains the same.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1 (1)  Letter  of  Intent  dated  January  19,  2005  between
          Registrant and Cristina Acquisition Corp.;

10.2      Letter  of  Amendment  dated  February  7, 2005 to the
          Letter  of  Intent  dated  January  19,  2005  between
          Registrant and Cristina Acquisition Corp.;
_______________

(1)  Previously filed as Exhibit 10.1 to the report on Form  8-K
     filed  with  the  Securities  and  Exchange  Commission  on
     January 20, 2005 and incorporated herein by reference.

                            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: February 9, 2005     W3 GROUP, INC., A Delaware Corporation
                           (Registrant)

                           By: /s/ Robert Gordon
                              ----------------------------------
                                   Robert Gordon
                                   Acting President