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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): May 7, 2003
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 (IRS Employer
of Incorporation) File Number) Identification No.)
444 Madison Avenue, Suite 2904, New York, NY 10022
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(Address of Principal Executive Offices)
(212) 750-7878
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events
Effective May 7, 2003, W3 Group, Inc. (the "Registrant") has changed its
domicile from the State of Colorado to the State of Delaware. This change in
its state of incorporation had been previously approved by a vote of the
requisite number of holders of the Registrant's outstanding shares of common
stock.
Upon the effective time of the change of domicile to the State of Delaware,
the Registrant merged into W3 Group, Inc., a Delaware corporation, and is
continuing its business as a Delaware corporation. The change of domicile will
not result in any change in the Registrant's name, business, or financial
position, will not cause the Registrant's corporate headquarters or other
facilities to be moved and will not result in any relocation of management.
Shareholders are not required to undertake an exchange of the Registrant's
shares. Certificates for the Registrant's shares outstanding immediately prior
to the merger will continue to represent shares in the Delaware corporation
following the merger.
The Certificate of Incorporation of W3 Group, Inc. Delaware as in effect on
the date hereof shall be the Certificate of Incorporation of W3 Group, Inc.
Delaware on the Effective Date without change unless and until amended in
accordance with applicable law.
The By Laws of W3 Group, Inc. Delaware shall be the By Laws of W3 Group,
Inc. Delaware as in effect on the date hereof without change unless and until
amended or repealed in accordance with applicable law.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 2.1 Agreement of Merger between W3 Group, Inc., a Delaware Domestic
Corporation and W3 Group, Inc., a Colorado Corporation
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: May 19, 2003 W3 GROUP, INC., A Delaware Corporation
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(Registrant)
By: /s/ Robert Gordon
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Robert Gordon
Acting President