February 3, 2006



Mail Stop 3561



Mr. Ian Warwick
Chief Executive and President
W3 Group, Inc.
Savannah House 5th Floor
11 Charles II Street
London SW1Y 4AU UK    83728


      Re:	W3 Group, Inc.
            Form 8-K dated December 21, 2005
		Filed December 30, 2005
		Amended January 23 and February 1 2006
		File No. 0-27083


Dear Mr. Warwick:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
Feel
free to call us at the telephone numbers listed at the end of this
letter.

1. Since a reverse acquisition results in a change of accountant
unless both the registrant and the accounting acquirer had the
same
independent accountant, please amend your filing to provide all of
the disclosures specified in Item 4.01(a) of Form 8-K.

2. Please amend Item 4.02(b) of your filing to disclose when you
were
notified, or when you concluded, that you filed the Report of the
Independent Accountants in error and therefore your financial
statements should no longer be relied upon.

3. Please specifically identify the financial statements that were
covered by the accountants report(s) and should no longer have
been
relied upon.

4. Please state whether the audit committee, or the board of
directors in the absence of an audit committee, or authorized
officer
or officers, discussed with the independent accountants the
matters
disclosed in the filing.

5. Item 4.02 of Form 8-K requires you to provide your independent
accountants with a copy of the disclosure you are making in
response
to Item 4.02(b) and request that it furnish you with a letter
stating
whether it agrees with the statements you have made in response to
Item 4.02(b).  If your independent accountant does not agree with
your disclosure, it should explain why no.  Amend your Form 8-K to
file this letter as an exhibit no later than two business days
after
you receive it.

6. Please tell us if your certifying officers have considered what
effect this error had on your current evaluation of disclosure
controls and procedures as of your fiscal year ended June 30,
2005.

7. The information filed in response to Item 2.01(f) of  Form 8-K
should be filed within the body of the Form prior to the signature
page, rather than as an exhibit.  Please revise.

8. Please contact Filer Support at (202) 551-8050 regarding the
company`s name change.

9. In connection with responding to our comments, please provide,
in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	As appropriate, please amend your filing and respond to these
comments within five business days or tell us when you will
provide
us with a response.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      Please file your response letter and amendment via EDGAR
within
five business days after the date of this letter, or tell us when
you
will respond.  Please contact the staff immediately if you require
longer than 5 business days to respond.  Please furnish a cover
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	If you have any questions, please call the undersigned at
(202)
551-3237.


								Sincerely,



								Maureen Bauer
								Staff Accountant

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Mr. Michael Warwick
W3 Group, Inc.
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE